Redemption
by 6-4 pilot
Summary: Wanting to atone for mistakes, a member of Black Order decides to help bring down Thanos. And does so by helping Captain America in trying to bring back the Avengers. But can they do it before its too late? Proxima X Steve Rogers (Don't look at me. I'm just doing a request.)
1. Chapter 1

**Chapter 1**

 **So, this was a request from a friend of mine. I don't know why, but the idea intrigued me so why not. Forewarning I did not watch any of the Marvel TV shows nor do I read the comics, I just watch the movies, so forgive me for not knowing much.**

* * *

 **Somewhere in Texas**

 **Night**

* * *

In a rural town in Texas, Steve Rogers, more famously known as Captain America, was in a small café, silently drinking a cup of coffee while he read a newspaper. The newspaper was about how the Avengers stopped a recently revealed HYDRA cell operations and managed to arrest the key figures, effectively destroying that particular part of HYDRA. Well, what Avengers stayed loyal to them after the Sokovia accords.

" **Things have changed."** Thought Steve as he finished his coffee. Once he was finished, he thought back to the events that led to the fracturing of the Avengers and the loss of his friendship with Tony. If those damn accords never happened, none of that would have occurred. Now, the team was more fractured than ever and the ones that refused the accords were being hunted down like criminals. He really wished that he can go back in time and stop those damn accords from ever happening, but what's done is done. He and his friends made their choices and they had to live with them. Scott Lang, or Antman, had gone back to his family to face the consequences for his actions and Wanda left to be on her own, saying that she needed to be alone. Something that Steve didn't believe, but allowed nonetheless. To his surprise, Natasha joined them later on, saying that she needed to lay low for her part in helping Steve during the airport fight. Steve and Sam were happy to have her alone, but they all decided to go their separate ways in order to stay hidden better. Still, they kept in contact with each other and were ready to help each other out should the need arise. After he payed for his coffee, he was on his way to the nearest grocery store for food before making his was to the cheap motel he was staying in. After acquiring the food he needed, he was standing in line in the cash register. He was minding his own business when some people decided to talk about the Avengers.

"I don't know man, I think the accords were justified." Said an adult male speaking to the another man and a woman. "But I think they went a little too far."

"Well, I think that the didn't go far enough." Said the other guy. "Did you see all the damage those Avengers did in Sokovia and back in New York. And don't get me started on the Africa."

"Yeah, but all that was unavoidable." Said the woman. "If they weren't there, a lot more damage could have happened."

"She's has a point." Said the first male. "I mean, those Avengers saved a lot of people in New York and Sokovia, who all could have died if it weren't for them."

"I know that." Relented the 2nd man. "I just feel they need to be regulated more and punished if they ever go overboard. Like back in that airport fight they had between each other." As they argued with each other, Steve was next in line for the cash register. He paid for his food and left for the motel. As he walked, he couldn't help but think about the conversation. In a way, he was glad that people were arguing against the needs of the Sokovia accords and if they were even needed. He was also glad that people were taking both sides, seeing the merits of both. While he was against the accords or any sort of restrictions being placed on the Avengers as they were suppose to be an independent group that helped all nations, he could see why people thought that enhanced human beings needed restrictions. People feared things that had more power over them, which lead to either jealously or a need to see them shackled. To show that they weren't infallible. Still, he wondered how fear of such a thing happened when the Avengers had done more harm than good over the years. Sighing in frustration, Steve eventually made it to his motel room and opened the door. Upon turning on the lights and setting the groceries down, Steve opened his mouth.

"You can come out now." Said Steve as he waited. His patience was rewarded with a scoff and the door leading to his bathroom opened and out came something that he didn't expect to see. Blinking in surprise, Steve saw that the person coming out of his bathroom wasn't human. Well, actually, the person was remarkably human, but with enough key differences to tell him that it wasn't human. As said thing approached him, Steve was eyeing it. Whatever it was, it was clearly female given her body shape and chest with the form fitting body suit she wore doing a good job at showcasing them without being too provocative. What really helped him identifying her as non-human was her face and the weapon she wielded, which was a three-pronged spear that looked extremely advanced. Her skin color was gray in color with everything just above her nose being black, which also had horns forming on the sides of her face that framed her blue hair. She also had a black mark between her mouth and chin that was in the shape of a line. Her amber eyes were fierce looking and were akin to that of a ruthless warrior. She stopped a few feet in front of Steve and looked him in the eye.

"How did you find out, earthling?" Asked the alien as she starred at him.

" **Definitely an alien."** Thought Steve as he looked at her. Playing it safe, he decided to indulge her. "I got a gut feeling that something was in here when I got close to my room. Tends to happen when your on the run." Huffing at his answer, the alien just sat on a chair and looked at Steve. "What are you here for? Turn me in or something?" If that was the case, then Steve won't go down without a fight. He may not have his shield, but he can still put up a hell of a fight.

"Please." Said the alien after a scoff. "My appearance alone should tell you that I'm not working for your government. What I want is your help." That caused Steve to widen his eyes a bit. Before he could speak, the alien beat him to it. "You're aware of the Infinity Stones, correct?" How could he not be, Thor had explained to him and the Avengers about them and how powerful they were. And what would happen if one acquires all six of them together. That was also the cause of Thor's departure. He felt something was off and that someone was out collecting them. So, he left Earth to go in search of the remaining Infinity Stones and to find out whose searching for them. One, he knew was on Earth. The one in Vision's forehead, but he didn't know about the rest. Though Thor did say that one was on Asgard and that another was with a trusted collector of exotic artifacts. To have this alien speaking about them, left him guarded.

"What about them?" Asked Steve, suspicious of her. The alien just had a poker face on before speaking.

"I know who's collecting them and what they plan to do with them." Said the alien woman. "I could tell you all about this person, but I need your promise for assistance." Steve frowned at that.

"Why?" Asked Steve. Why was she out seeking him and not Tony. He had unlimited resources and Vision was on his side. Steve only had Natasha and Sam on his side while Tony had the entire U.N. on his side. Well actually, he was sure T'Challa was on his side along with Wakanda if worse comes to worse, but he rather not have Wakanda be dragged into his affair. They were dealing enough as it is with their recent unrevealing to the rest of the world. "Why not ask Tony Stark?" Hearing that made the woman scoff again.

"I would if it wouldn't involve so much talking and inaction." Said the woman. "Your governments won't allow a military buildup or mobilize your "Avengers" against an enemy that they don't have proof that exists nor believe will come for them until its too late. Besides, what the enemy wants is something that they won't believe."

"So you came to me?" Asked Steve, now sure that she wasn't here to fight, as he took a seat in front of her. "You think I'll believe you?"

"You're my best shot." Admitted the woman. "Will you listen?" Steve just starred at her, thinking on what to do. He wasn't sure if he can trust her. He doesn't know her or her motives. Or if she wasn't just trying to trick him. He thought long and hard about it until he made up his mind.

"Alright. I'll help." Said Steve. The woman smirked at that, pleased. "Now who is collecting the Infinity Stones and what they want with them?" That caused the woman to lose her smirk. She sighed a bit before speaking.

"His name is Thanos." Said the woman. "He's been trying to collect the Infinity Stones for years, decades even. His ultimate goal is to use the powers of all the stones to wipe out half of the universes population." Hearing that made Steve widen his eyes in shock and horror. Wipe out half the universe? That was…insane.

"You're kidding." Said Steve in disbelief. Upon seeing that she was serious, Steve shook his head and held it, trying to wrap his head around this information. "Why would he do such a thing? Is he insane?"

"He is." Said the woman. "He believes that, by wiping out half a world's population, he can save the species that inhabits it form wiping itself out due to overpopulation." Hearing that made, Steve shake his head. It took a few minutes, but Steve managed to get his bearings and looked at her with disapproval and disgust.

"That's insane." Said Steve. "That's not saving people, that's slaughter." The woman just nodded in agreement. "And he's trying to collect them to do this insane genocide?"

"Yes." Said the woman. "For as long as I can remember, he's been doing this to countless species in the universe, gathering up the people of a world and then slaughtering half of them, then letting the rest go on their lives. Well, as much as possible anyway. He's done it so many times that he's called the Mad Titan." Steve just closed his eyes and sighed. This Thanos certainly lived up to his tittle. One has to be mad if they believe killing half a world's population will save it in the end.

"And he's collecting them to help him in this quest?" Asked Steve. The alien just nodded.

"With the Infinity Stones, he'll have enough power to complete his mission with a simple snap." Said the woman. She then leaned over to Steve. "I want to stop that and my best shot in preventing Thanos from getting the Stones on this planet is you. Now, will you help?"

"Of course." Said Steve. "I already said that I'll help. So, what's your plan?"

"My plan was originally to warn the Avengers about Thanos and help them prepare. Unfortunately, with what I can only describe as incompetence or idiocy, your Avengers are divided and the ones loyal to your government are being caged like dogs. Unable to do anything without their permission. And I said before, I doubt your government will believe me, even with proof." Steve had to agree on that. Its unlikely that Ross will believe an extraterrestrial lifeform will suddenly come to Earth and warn them that a mad psychopath was out seeking stones of immersible power so he can wipe out half the universe's population.

"So, what's your plan now?" Asked Steve.

"Well, it involves you gathering what followers you have and try and convince the rest of your Avengers to side with you." Said the woman. "If you can manage to get your various governments to trust you along the way, all the better. You'll need all the help you can get when Thanos comes for the Stones here." Hearing that made Steve raise an eyebrow.

"How do you expect me to get the other Avengers on my side?" Asked Steve. "You already know that I'm on the run and that they'll likely arrest me the moment they spot me and whatever allies I got left."

" ***scoffs*** Don't assume that I'm an idiot and that I had forgotten that." Said the woman before pulling out a flash drive from her person. "If I'm not mistaken, there's an organization that is being hunted down by the Avengers along with your governments. They're called HYRDA, no?" Seeing Steve nod, she handed him the drive. "This data drive contains the location of HYDRA cells, facilities, and personal in it. It may not be all of them, but a good portion I believe. This should help in gaining some trust from your former comrades." Hearing that the drive contained information about HYDRA made Steve blinked in surprise. He knew of how slipper and tenacious HYRDA is. They're still finding cells of HYDRA to this day, despite several declaration by the government that HYDRA is finished. If this drive did contain info on HYDRA then this should help take them down for good.

"How did you come across it?" Asked Steve as he eyed the woman. The alien simply smirked before revealing a hidden blade in one of her gauntlets, giving a subtle message to Steve.

"They weren't exactly cooperative when I was out collecting all that data." Said the alien. "It was messy a few times. Now, what you plan to do with that info is up to you, but I recommend you try and use it to gain the trust of your comrades. With that, our business is concluded for the moment. Expect to see me again in the near future." The alien woman then got up and began to walk out the door, unafraid of being spotted.

"Hold on." Said Steve. "Can you tell me your name, at least." Hearing that made the woman pause. Turning around, she starred at Steve, which looked more like looking down at him as she was a couple of inches taller than him.

"Why?" Asked the alien woman.

"Well, it shows that there's some trust between us." Said Steve. "And so, I know what to call you when we meet again." The alien starred at him before relenting.

"Proxima." Said the alien. "Proxima Midnight." With that, the alien woman left, leaving Steve blinking at her name. Once she was gone, Steve pondered on her name.

" **Proxima Midnight."** Thought Steve. **"Odd name. Then again, different species."** Steve then looked at the drive and immediately knew who to contact. "Hope Sharon doesn't mind a call."

* * *

 **Few minutes later**

 **Forest**

* * *

"Is your reconnaissance on Earth proved valuable?" Asked another alien as Proxima was starring at the screen from which the alien was using to contact her while she was aboard her ship.

"It did, Ebony." Said Proxima. "The earthling's so-called Avengers are divided and I discovered the identity of the one that has the Mind Stone. I still don't know where the location of the Time Stone is, however." The alien she called Ebony just nodded, pleased with her answer.

"I see." Said Ebony. "Then perhaps this wasn't a waste of time, after all. Very well, keep an eye on the planet, figure out the location of the Time Stone, discern any exploitable weaknesses, and, if you can, retrieve the Mind Stone. Thanos will be pleased if you do."

"I understand." Said Proxima. Ebony just smiled before turning off the transmission. Once he did, Proxima immediately scowled. "Loyal to a fault, you dog." With that Proxima went to the cockpit of her ship and began to wonder if she made the right move. "That fool better do his part well or this would have been for nothing."


	2. Chapter 2

**Chapter 2**

 **StoryWriter88- Yeah, I read the behind the scenes of the two characters, so I know in canon they're married. However, the request did involve the pairing of Captain America and Proxima Midnight. So, I got to do it. Also, which deleted scene are you referring to? I looked through several Youtube videos about the deleted scenes and I got nothing that suggests they're close.**

* * *

 **Somewhere in Texas**

* * *

In a coffee shop, Steve Rogers was meeting up with Sharon Carter about the drive he gained from Proxima. It wasn't easy to get a meeting with Carter as Steve had to call a favor from T'challa, who was more than willing to do so. He heard about their methods, both in the twentieth century and the present, and he was disgusted with their methods and ideals. When he heard the Steve needed his help in taking down the organization for good, he jumped on board. It took a few days, but Carter managed to meet up with him without any suspicions being directed toward her and her intentions. After the two ordered coffee and found a secluded spot in the shop Sharon looked at Steve.

"Heard you have some info on HYDRA." Said Sharon, looking at their surrounding while being subtle at it. Steve nodded his head before fishing his pockets for the drive. Once he found it, he gave the drive to Carter, who took it quickly. "You don't mind if I look through it first, right? Just to be safe?" Steve just nodded his head. Much as he wanted to, he didn't trust Proxima too much. Trust wasn't earned this quickly and Steve learned in his career in the Avengers to not trust people too quickly.

"We can do it at my apartment," Steve said. "More discreet." Sharon just nodded before the two began to act like a normal couple, laughing and sharing jokes together. Once the two received their coffees, the two left the coffee shop and began to walk toward Steve's motel. Once inside, Sharon put the drive into Steve's laptop and began to look through the data. While she did so, Steve wondered about Proxima and what she was doing now. He guessed she was trying to sabotage Thanos or trying to warn others about his mad plan. Steve placed his money on the former as he doubted many people will believe her if she told them that Thanos was planning to collect the Infinity Stones to kill half the universe's population. Then again, if he killed half of a world's population and has done it enough times that he earned the name Mad Titan, he supposed people will at least consider her warnings. He stopped his ramblings when Sharon spoke up.

"This is a silver bullet," Sharon said as she looked at Steve, shocked. "This drive has data on hidden HYDRA cells, bases, personal files, and even future projects. This is big, Steve. Very big."

"I assume it contains info about HYDRA that we didn't know of?"

"Tons. It contains bases that we didn't know of and personal we thought weren't affiliated with HYDRA at all. I'll honestly be surprised if the info on this drive isn't the final nail on HYDRA's coffin. Then again, they've been awfully tenacious. They're like cockroaches." Sharon then removed the drive and placed it into her purse. "I'll get this to the right people. Ones that will actually use it to take down HYDRA." Steve nodded appreciatingly, trusting Carter to do the right thing. "Just a quick question. Where did you get this?"

"An associate gave it to me," Steve said. "they'd preferred to be kept hidden until necessary. Fear of retaliation from HYDRA." That was, of course, a lie as he doubted Proxima would even be remotely scared of being attacked by HYDRA, if his brief interactions of her were any indication.

"Fair enough," Sharon said, taking Steve's word. "HYDRA does seem capable at making people disappear." Steve nodded in agreement at that.

"So, do you need anything from me?" Steve asked. Eager to help, even if it was limited as he didn't have the resources as before.

"I'll inform you if there's something that needs your assistance. Or if something that needs to be taken down that the UN refuses to bring down. It'll be difficult, but I think Wakanda can deal with that." She then sighed. "Hope you're doing well, Steve. Must be hard with the UN on your back." Steve just nodded.

"It's been difficult. For me, Natasha, Sam, and Wanda. But we've managed to scrape up a living while in hiding. Have to move constantly, but I think we got used to it." Sharon looked at him in sympathy before speaking.

"You guys keep in contact?"

"Just Sam, Nat, and I. Wanda dropped off the grid for a while. Hope she's fine."

"Last reports of her say she's in Los Angeles, but that was four months ago. No idea where she's now."

"Good." Steve then bit his lip before speaking. "How's Tony and the others?" Sharon pursed her lips, unsure of how to respond. Eventually, she spoke.

"Tony's' taking a less active role in the Avengers. He's spending more time with Miss Potts and is taking a more support role in the Avengers. Providing funding as well as seeking out potential recruits. Though he does go out and help out every now and then due to the number of Avengers that there are left. As for Rhodes, due to an injury, he suffered during your little civil war, he was forced to wear a harness in order to walk again. He's gotten used to it now and he's back to being Warmachine. He's fine right now, but rumors are circulating that he's discontent with the Accords." Hearing that made Steve blink in surprise. He didn't think Rhodes, while disagreeing with some points in the accords, would be discontent with them due to his duty. He would have went on with Rhodes when Sharon continued.

"As for Vision," Sharon pursed her lips. "Well, whenever he has it, he's been using up his free time to go…somewhere. He doesn't say where he's going. He just tells Tony that he's leaving and that he'll be back the next day." Hearing that made Steve frown and raise an eyebrow. What was Vision up to?

"No one asks?"

"They have. He just says that its nothing and that he just wants to explore the world. Tony was reluctant at first, but he eventually allowed as Vision didn't really do anything scandalous or anything that can catch Ross's ire." Sharon explained, wondering what Vision was doing in his free time. Pushing that thought aside, she continued.

"I don't know if you know, but Mr. Scott Lang and Hawkeye were placed under house arrest. In exchange for being under close government surveillance for a stated amount of time and for doing nothing illegal, they'll be pardoned for their actions and allowed to continue their lives." Happy that they're given a chance to live normal lives, Steve nodded his head in thanks.

"Thanks, Sharon. It means a lot that they're doing all right and that you're willing to trust me."

"Of course, I do," Sharon said with a smile. "we may be on opposite sides at the moment, but I know for a fact that your goals are the same as the government and Tony's. I just wish the others see that." She then sighed. "I got to go. I'll try to find a way to contact you. May need to ask T'Challa for that."

"He'll be more than willing to help. He disagrees with HYDRA and their goals."

"Can't say I blame him." Sharon then gave Steve a hug. "Goodbye. Perhaps we can go out on a date the next time we meet." Steve just smiled.

"Maybe. Hope you like steak. This town has some pretty good steak in this diner near the center of town." Sharon just smirked at that.

"So long as you shave." Sharon said as she eyed Steve's new beard, likely there to help him remain low. The beard covered most of his lower face and was, surprisingly, well groomed.

"Don't like it?" Steve asked as he touched his beard. Though he was inverse to have it at first, he knew he needed it to remain low in the US. His face was just too recognizable. Surprisingly, however, he'd gotten used to having it around.

"No, it looks great on you. Goodbye." With that, she left him alone. Once she was gone, Steve sat down on a chair, wondering on what to do today.

* * *

 **Late at night**

* * *

Steve was eating his dinner when he heard his door being knocked on. Wiping his mouth for any crumbs that got stuck there, he went up and opened the door. He blinked in surprise when he saw Proxima there, staring at him. Before he could say anything, she let herself in, pushing Steve aside to do so. Once she was inside, she turned around a looked at Steve.

"Did you find someone you can trust with that data?" Asked Proxima asked as Steve closed the door.

"I did. We meet in the morning and I gave it to her."

"You're certain you can trust her? That she isn't a mole?" Frowning at her mistrust at his friend and angry that Proxima accused her of being a traitor, Steve began to defend Sharon.

"I trust her with my life. She helped me locate my friend when he was on the run, despite the fact she could have been arrested for doing so. Trust me. She'll see to it that the drive will be put into the right hands." Staring at Steve for several minutes, Proxima eventually relented and sat on a chair.

"We just can't afford a mistake, human, especially concerning that data. There are moles in your intelligence groups. Even worse, in seats of power across your governments. That data can easily be destroyed if placed in the wrong hands before it could do anything. And with it lost, so goes our chance to unite your Avengers, which also means there won't be much opposition that can even stand against Thanos when he comes for the stones." Steve, though a bit mad at Proxima still, saw that she was just being cautious. A bit too cautious for his liking, but still understandable. He then sighed and sat next to her.

"I understand your concern with HYDRA moles, but we also can't afford to place mistrust on trusted allies. If we're going to work together, we need to trust each other." Proxima just glared at Steve.

"Trust needs to be earned, human. We only meet one rotation ago. So, forgive me for being cautious." Steve had to admit, she was right. No one, but the most trusting or naïve people will trust someone they've known for just two days. Proxima was right. If they wanted to trust each other, they needed to be patient and see if they were right to place their trust in each other. Still, Steve was going to defend his trusted allies if they're being attacked one way or another.

"I know that." Steve said. "I know that, in order to fully trust someone, you need to give it time to see if they're really what they say they are or their intentions. But I won't just sit around and let you criticize them for things that they'll never do." Proxima just looked at Steve when she heard that. For a brief moment, Steve thought he saw respect in her eyes before it quickly went away.

"Very well. But while you know her enough, I don't. For all I know, she was a mole working for HYDRA or the government that is more loyal to them than you. And if she was, the government would track you down and arrest you. Thus, running any chance to save the two Infinity Stones here on Earth. Those Stones are some of the most powerful objects in the universe so forgive me for being cautious when the stakes are high." Though slightly disappointed at this, Steve could get what Proxima was getting at. The Infinity Stones were the key to wiping out the half the universe's population. And he had seen firsthand the power of an Infinity Stone through Loki's scepter and Vision's capabilities and he even suspected that wasn't its full potential. And he had no idea what the other Stones could do. With the stakes so high, he guessed he could understand her concerns.

"I get it, Proxima, I really do, but can you please put a little faith in my allies?" Seeing that he wasn't going to let this go until a compromise was reached, Proxima decided to give him a proposal.

"How about a compromise? I'll still be cautious around them until I can be certain that they're on our side, but I won't antagonize them nor will I ever confront them without evidence. Will that suffice?" Hearing the proposal, Steve just nod. It wasn't much, but Steve can work with it.

"It's a start." Steve said before sitting in the chair beside her. "We can work from there." Proxima nodded in agreement before speaking.

"Since I have plenty of time in my hand at the moment, do you have any questions for me? I trust that you have quite a few?" Proxima asked.

"A few actually." Steve said as he looked at Proxima. "This Thanos. Why hasn't anyone taken him down yet? Given he's literally killing half a world's population, you would think that someone might have done something to stop him right?" Proxima just sighed at that.

"Many actually have. Various factions have attempted to stop Thanos from doing his insane quest to save the universe. One galactic government sent their military, the Nova Corps, to arrest Thanos after he… 'saved' several of their planets. Thirty thousand of their best men were sent. Around eighty percent of them died, the rest were captured. Of the ones captured, half were executed with the rest being sent home. As a form of mercy. After that, everyone grew afraid to even stand up to Thanos. His armies were vast then and have only grown since." Steve paused a bit at that.

"So, everyone is afraid of Thanos to even try anymore?" Proxima nodded in confirmation.

"The Nova empire is one of the most powerful galactic governments in the galaxy. Rivaled only by the Kree empire and a few others. After the Nova Corps' disastrous defeat at the hands of Thanos, he decided to do something similar to the Kree as they would have capitalized on the recent loss of manpower of the Nova Corps. He personally attacked one of their largest and most powerful fleets, taking the head of the commander himself as a trophy. Once that was done, the Kree learned to fear Thanos as well as every other being in the known universe. After that, people just hoped that Thanos will never come to their planet and "save them", knowing that no help will come for them. Well, ones that will turn the tide anyway." Steve just stayed silent as he processed this. Two powerful galactic empires were forced to submission by Thanos and now people were afraid of him one day coming to their world and committing genocide, with the belief that no one can save them from him. Just thinking of such a life made Steve angry. No one should live in fear. No one. Shaking his head, he looked at Proxima.

"And no one attempts to stop him?" Proxima just bit her lip before speaking.

"Yes and no. While Thanos is more than willing to spread his ways to both the Kree and the Nova empires, he can't do so without heavy casualties to his forces, leaving him vulnerable to counterattack from other parties. He may be insane, but he's not stupid. And no galactic government is willing to attack Thanos either as a war against him will be bloody and leave them in a much-weakened state. They much rather leave individual star systems, including ones under their protection, to Thanos's hands over losing all their influence in the galaxy." Explained Proxima as she looked at Steve. She saw how angry he was and how he was clenching his fists in anger. "You don't approve?"

"No," Steve said as he calmed down. "it's their duty to protect their people, but they're not doing anything against Thanos. He's killing innocent people and they're not doing a thing about it. They're more concerned with their own power than doing what's right."

"To them, that's acceptable over losing their way of life, even though it makes them all look weak for not even trying to do something against Thanos." Seeing that Steve was getting more frustrated with this topic, Proxima decided to change it. "We'll discuss this later. For now, let's change the topic. You said you had more questions." Breathing in and out to control himself, he looked at her. Still angry but controlled.

"Yes. Why did you decide on Earth? Why not on some other planet or heck this Nova empire or Kree empire?" Asked Steve., wondering why she decided on his own planet. "Why Earth? I get that it has some of the Infinity Stone, but couldn't you warn someone else about Thanos's plans?"

"You think that the Nova empire or the Kree would believe me?" Proxima asked, incredulously. "They would sooner believe an intoxicated person becoming a system governor over someone with such an outlandish claim. Even if its something Thanos would do, they'll refuse to believe me. While there are, admittedly some who would take it seriously, they don't have enough influence to declare war on him when the rest are too afraid on upsetting Thanos. And that's just the Nova empire. The Kree would simply kill me on sight due to past transgression between them and my species. As for Earth. Well, aside from the Infinity Stones, you're the first species in a long time to ever defeat one of Thanos's armies." Steve rose an eyebrow at that.

"We did?" Proxima nodded in confirmation.

"You see, a few years ago Thanos provided someone his Chitauri to attack Earth." Hearing that made Steve pause. So, that was where Loki got the army that attacked New York so long ago. And hearing all about Thanos and his goals, it made Steve wonder if an Infinity Stone was involved.

"Was it because of an Infinity Stone?" Steve asked, wondering if his theory is true.

"Most likely. He wouldn't have done so otherwise. Anyway, when people heard the Chitauri's defeat by the hands of a pre-spaceflight civilization, they were shocked. They assumed that they would destroy you humans with ease, yet you proved them all wrong. That's why I choose your people, human. Your species did something that many couldn't have done before in a long time." Steve couldn't help but feel a bit of pride at that. His species did something that no one had done in a long time. It also showed him that Thanos can be beaten if his armies could be.

"Did that give people hope?" Proxima just scoffed before she thought about the matter.

"I…suppose it did. And perhaps even garnered some respect from other species. Not many, if any, capitalized it however and Thanos is just doing what he normally does. Killing countless people and calling it saving." She grunted in disgust at the thought, something that Steve agreed on.

"So how come you call me human?" Steve asked. "If you know so much about the Avengers and the current state of the world, you should at least know my first name."

"I know it," Proxima said. "I just don't feel a reason to call you that. Names can be an indicator of one's relations with another. The way you call someone or what you call them can be a way to tell people how you feel about them." Steve got what she was actually saying to him.

"You don't trust me, yet? Not enough at the least." Steve said. Seeing her nod, he continued. "You'll only say my name when you actually trust me fully."

"Correct." Proxima said, respect in her tone. "It's a cultural thing amongst my people. We don't call people by their birth name until we have reached a certain relation with them, If we have no such thing, we call them by whatever destination that is suitable for them and how you fell about them. Since the title of captain is usually one of respect and trust, I don't think its suitable for you at the moment. So, human will suffice. I'll start calling you by your name when you gained enough of my trust." Nodding his head in understanding, Steve was fascinated by this. He wasn't much of a philosopher or anything, but it felt intriguing to hear about another sentient species culture and how different it is to Earths. "Anything else?"

"Just one more." Steve said. "This Thanos. You treat him with contempt. Why?" Proxima then glared at Steve, catching him slightly off guard.

"Why wouldn't I be?" Proxima demanded, furious. "That monster has killed countless beings in his lifetime and he calls it saving. He leaves orphans and widows alike. Anyone that doesn't treat that man with contempt is either insane or stupid."

"That's not what I meant." Steve said, surprised at her rebuke, though he supposed he really shouldn't. "I mean that you seem passionate in taking him down. Like its personal." Hearing that made Proxima calm down and stare at Steve with an unreadable expression. "Did he do something to you? Or someone close to you."

"That's none of your concern." Proxima said. Steve, however, wasn't willing to let it go.

"If he did, it may help to talk about it." Proxima scoffed at that.

"It will not." Proxima glared at Steve. "Drop this subject human or I'll cut your tongue." Sighing in annoyance, Steve nodded and dropped the subject. The two didn't strike a conversation between each other until Proxima spoke.

"Look, human. I don't wish to talk about my personal life with you. It's something that I rather avoid talking about. Like I said before, we just met a rotation ago and that's hardly enough time for us to divulge personal information with each other. If you wish to know more about me, then do it when you gained more of my trust." Proxima said as she looked at Steve, who nodded in understanding. "Still, as a token of trust, I'm willing to say this. I have a family. Five siblings with no other relatives to speak of. I'm one of the oldest. Out of the five I have, I only have good relations with three of them, if you stretch the definition of good relations. The rest is just a working relation, no real family ties with each other." Steve pursed his lips at that. Feeling sorry for Proxima.

"I'm sorry to hear that." Steve said. "Did Thanos…"

"Yes." Proxima said, cutting him off. "That'll be enough for today, human. The next time we speak, don't bring up my personal life again."

"I understand." Steve said, seeing that he went too far. "Sorry for prying." Pausing a bit at that, Proxima quickly nodded.

"It is all right." Proxima said. "Just don't overextend yourself again." With that, she decided to up and leave. Getting up, she brought out a small device from her person before giving it to Steve. "Use this to contact me. The button on top of the other one will allow you to communicate with me. The bottom will inform me that you're in danger. Press it and I'll come to your aid." Nodding his head, Steve placed the device in his pocket and got up as well.

"Want to meet up again soon?" Steve asked as Proxima got near the door.

"Perhaps in a few days." Proxima said. "When your friend has given the data to your government and we've given them enough time to react." Nodding in agreement, Steve said his goodbyes to Proxima, who just tilted her head slightly before leaving. Once she was out of the room and out into the forest surrounding the town, Proxima sighed.

"Stupid human." With that, she went to her ship.

* * *

 **A few days later**

 **Avengers HQ**

* * *

"Senator, the information is legit." Sharon said as she was speaking with Thaddeus Ross and several other senators. After returning from her meet up with Steve, she took the intel she'd gotten from Steve and took it to Everett Ross, as she knew that he would see to it that the drive is used to take down HYDRA. After confirming that all of it was legit, Everett made sure that both the Avengers and the higher-ups in the CIA, and FBI were informed of it. With the intel of secret HYDRA locations and personal in hand, arrests were being made and assaults on HYDRA bases on US territories are being planned. It all seemed going well until Thaddeus asked for Sharon to come to meet with him and several senators about the authenticity of the intel as it all came from an unknown source.

"Are you sure, agent Carter?" Thaddeus asked as he looked at her via a holographic transmission of him and several other senators.

"Positive." Sharon said. "We tripled check everything to see if there was anything tampered with. Nothing was out of the ordinary. In order for more confirmation to be made for the intel, we need to hit one of the HYDRA bases contained in the drive. Preferably one of the ones in remote areas. If its there, the intel isn't faulty." Thaddeus, though knowing she was right, was more concerned with who supplied it.

"Though I'm all for destroying HYDRA once for all, agent Carter, I'm more concerned with whom you got this from." Thaddeus said.

"Sir, they wish to remain hidden for the time being due to fear of retaliation from HYDRA."

"Or they're afraid of another thing." Thaddeus said. "The government."

"Why is that, sir?" Sharon asked, though she knew where he was going with this.

"Captain America." Thaddeus said, contempt in his voice. "Did he provide the intel to you?" Though on the outside Sharon was calm and stoic, in the inside she was annoyed and angry that Thaddeus brought Steve out of nowhere. Though he was right, Steve wasn't even brought up once in this conversation.

"He hasn't been involved, sir." Lied Sharon as she kept a straight face on, knowing that Ross wouldn't like it if Steve was involved in the procurement of the drive. "The intel came from an unknown party." That part was true. Sharon had no idea who supplied it and Steve wasn't willing to part with that intel. Willing to trust him, Sharon didn't pry for information on how the informant was. Thaddeus, however, wasn't convinced.

"I don't think so, agent. There is no other possible party that could have given you that intel." Thaddeus said. "It can't be Wakanda as they would have given us the intel straight away as soon as they had it. There's also no possible way it was a defective either. HYDRA's operatives are just too fanatical in their mission. And I doubt some independent faction out there that is capable of gathering intel on HYDRA and being hidden from them."

"So, you think the captain is involved?" Sharon asked.

"He certainly has the skills necessary to fend of HYDRA soldiers and perform covert ops when needed. He also has a known hatred against HYDRA during his time against the Red Skull and during his time in the Avengers."

"Even if it was Captain Rogers, would it even matter? He has good reasons to take down HYDRA as do we." Sharon said.

"Simple, agent. He wants to get in the good graces of the government again." Thaddeus said. "And he's using HYDRA to do so." Sharon frowned at that, angry that Thaddeus would even suggest such a thing. Steve would never do something like that in his life. He's doing this because HYDRA needs to be taken down, not because for his own sake. She would have replied when another voice interrupted her.

"I doubt that, Senator." Everyone turned to see that Tony Stark had entered the room along with Vision. "Rogers isn't that type of person. He would sooner wear a pink version of his uniform before ever doing something so selfish."

"What are you getting at Stark?" Thaddeus asked. Though Stark had signed the accords like every other loyal Avenger, Thaddeus stilled didn't trust him, thinking him as a loose cannon. Not to mention his constant disrespect for authority other than himself.

"What I'm getting at that captain Rogers is too much of a golden boy to do something so selfish. I got that right Vision?" The android just nodded in confirmation before backing Tony up.

"Captain America is simply too selfless to ever do something, senator. All of his psyche evaluations and actions in the past will provide sufficient evidence to contradict your claim. If he's doing this, he's simply doing so because its, in his mind, the right thing to do for the betterment of humanity." Tony patted Vision on the back before speaking again.

"Look, I'm all for bringing Cap in, don't get me wrong, but I draw the line in making stuff up just because we don't like him." Tony said, surprising Sharon with his support of his former friend, though she knew that Tony was still hurt by Steve's actions some time ago. "Besides, like Sharon said, even if cap was the one that gave us the intel, we should still use it. He has pretty good reason to take down HYDRA as do we. So, let's just take down those scumbags once and for all." Thaddeus just starred at Tony for a while before speaking.

"Very well." Thaddeus said, letting the subject go for now. "But we'll discuss this later. For now, let's just focus on HYDRA. Did Warmachine return yet?"

"Not yet." Tony said. "But he's confirmed that HYDRA is there. We should expect a report soon."

"Good. Keep us updated." With that Thaddeus and the other senators disconnected the transmission. With them gone, Sharon looked at Tony.

"Why did you back up Steve?" Asked Sharon as Tony looked at her. "I thought you hated him?" Tony just took a deep breath before responding.

"I don't hate him to the point I'll make up reasons to hate him. I already have enough reason to do so. Besides, even if he's on the run, he's still that perfect golden boy we all know and love."

"Then why do you want him arrested?" Sharon asked.

"He broke the law. Simple as that." Vision just looked at Tony for a moment before looking at Sharon.

"While Captain America is a good man, he's still a wanted criminal and must be taken into custody. That being said, slandering someone and muddling their intentions with lies, when we know their personality contradicts such accusations, is wrong. If we're going to arrest Mr. Rogers and through trial, it'll be done fairly and honestly." He then turned to Tony. "Mr. Stark, Miss Potts is waiting for you outside."

"Tell her I'm on my way. I got something to do first. It'll be quick." Vision simply nodded before phasing through the floor to speak with Pepper. Once he was gone, Tony looked at Sharon.

"Did Steve give you it?" Tony asked, serious. Sharon just kept a straight face on as she looked at Tony.

"Even if he did, would I tell you?" Sharon asked.

"Just answer the question." Sharon just kept her lips sealed, causing Tony to sigh. "Fine, whatever. Doesn't matter anyway. The information is, so far, legit. So, I shouldn't kick a gift horse in the mouth. Be seeing you, Agent Carter." With that Tony began to leave. Once he was near the door, Sharon spoke out.

"Do you still have a grudge against Steve for what happened? For keeping your parents' death a secret?" Sharon asked as she turned to see Tony just leaving. Sighing to herself, she began to leave herself.


	3. Chapter 3

**Chapter 4**

* * *

General Hale wasn't a happy woman. She'd been getting reports of various HYDRA cells and operatives being taken down by either the Avengers or UN-led task groups. This wouldn't have been a problem, if it wasn't for the fact that they shouldn't have known about some of the cell's locations or even some of their operatives' true allegiance. It shouldn't have been possible. Yet, they managed to discover their moles and find their hidden facilities in an alarming rate. If this keeps up, HYDRA will cease to exist. Thinking on how to stop this, Hale received a call. Picking up her phone, she asked who is this. To her surprise, she heard the voice Mitchell Carson, one of their last remaining operatives that isn't compromised. At least that's what she thought.

"General Hale, I've heard some unsettling info that three of our cells in Texas, California, and Ireland have been discovered." Said Carson, not happy with what's going on. "That's the fourth time this had happen. What's going on?" Hale, in the dark as well, just spoke.

"I have no idea as well, I'm afraid. Someone must have leaked all our intel and hidden operatives to the Avengers. We're currently trying to find who did it." Mitchel just sighed at that, frustrated that this was happening. As he was thinking, an idea came to him.

"What if we've been looking the wrong way? What if the answer is right in front of us?" Hale just rose an eyebrow at that.

"Explain, Carson." Hale didn't have time to deal with crackpot theories.

"About a day before all these strings of disasters struck us, my men reported that one of our hidden bases was attacked. Most of the people on site were killed. The ones that survived only did so because they were on perimeter watch or weren't near the base's computer mainframe. They didn't even know that they were under attack until they found the bodies. Only a handful of people can do that." Hale nodded her head at that. The only ones she knew that could accomplice such a feat were either the Black Widow or Hawkeye, both of whom were former Avengers. Hawkeye was currently on house arrest, constantly being monitored by the UN so it couldn't be him. That left Black Widow. She had the motivation to take HYDRA down and could leak the info to the UN without being identified.

"Are you saying we should go find Black Widow?" Asked Hale. She really didn't want to waste resources on finding her. They should be focusing on salvaging their bases and to quickly regroup and hide from the UN in new locations. Not waste time and resources on a notorious spy, known for being hard to track down.

"We must or else this might happen again." Said Carson with conviction. "The Avengers are weak and divided. We should strike the rogues now when we have the chance." Carson was part of the leadership that wanted to go after the Avengers for all the times that they've thwarted them, mainly Steve Rogers for all the times he's thwarted them in World War II and exposing them in present day. Hale would be on board if it wasn't for their current situation.

"We don't even know where any of them are, Carson. And we can't afford to waste resources finding them, especially now. If you intend on searching for them without my permission, I'll see to it that you're exposed to the UN and have the Avengers sent to arrest you." Carson just clenched his fists in anger at Hale's declaration but kept calm, having a trick up his sleeve.

"Actually, we do have the location of one." Hale blinked as she processed this information.

"Are you positive on that?" Asked Hale, skeptically, but allowed Carson to continue. Carson, having her full attention, spoke.

"A few days ago, Agent Sharon Carter of the CIA went to an urban town in Texas, under the request of T'Challa. For what, T'Challa wouldn't say other than it was important. Unfortunately, we had a HYDRA agent living in said town." Hale was now interested. "When he spotted her, he saw her meet up with a man. Once they met, that man gave her a drive. If it weren't for our operatives good eyes, he wouldn't have been able to spot the exchange. He then followed them as they left the shop they were in and managed to take a picture of them. I'm sending it to you now. I'm sure you'll find it interesting." A few seconds later, Hale received an email from Carson. After opening it, she saw Agent Carter with the man in question. Raising an eyebrow she studied the man. It only took a few minutes for her to see that it was Steve Rogers, just with a beard and more rugged. Shaking her head at his attempt on a disguise, she went back to chat with Carson.

"And you're certain Steve Rogers lives in that town?" Asked Hale.

"Positive. Our man got the info after paying off the manager of the motel Captain America is staying in. He's living in that town. Now, are you ready to sanction the operation to get Captain America, one of our most hated enemies." Hale just thought it over for a few moments before speaking.

"I suppose you have an ace up your sleeve? Captain Rogers isn't one that can be taken down with ease by conventional weapons and men." Carson just chuckled.

"Oh, I do. I just need to do a live test run of it and Steve Rogers will be a perfect candidate." He then sent another email to Hale. Upon opening it and seeing the contents, Hale just nodded in satisfaction.

"Very well. You have my permission, but don't fail. Otherwise, you're on your own." Carson just scoffed and said he won't fail before ending the call.

* * *

 **Texas**

 **A day later**

* * *

Steve was helping a man carry fire wood to his truck. Having no actual steady job to speak of, Steve mainly got money by doing old jobs for people in town. People were skeptical at first, but soon people began to employ him for strenuous physical activities as he was able to lift objects that most normal humans will find difficult to life. Though he can't push himself to the limit because that will expose him, he still did a fine enough job to be reliably employed for lifting or construction. After placing the last log on the truck, the man patted him on the back.

"Thanks for the assist, Jake." Said the man. Steve just nodded at the fake name that he used while he lived here. He couldn't use his first name because people may suspect he's Captain America. It took awhile but he got used to it. "Here's your money." After pulling out a couple of hundreds from his wallet, the man gave them to Steve, who thanked the man before taking off. Upon arriving back in his room, he turned on the TV to watch the news. After pouring a glass of water, he began to watch the news. The news channel that was on was currently talking about how the Avengers had taken down another HYDRA facility, making it their fourth one in the week. Smiling a bit at that, Steve drank his water as the reporters began to speculate that HYDRA is finished for good this time.

" **Looks like Proxima was on the nose with this."** Thought Steve as he continued to listen in, remembering the alien that made all this possible. Though he figured she didn't want any praise for her work, Steve still wanted to give her his thanks for her assistance in taking down HYDRA. She deserved it, no matter how much she said that she didn't care. With HYDRA more or less crippled, Steve wondered what's her next move will be in uniting the Avengers. Thinking that he needed to know, Steve went to acquire the device she gave him when he heard something fall to the ground. Looking over to the source, Steve frowned upon seeing a cup in the ground, away from its original position on the counter in the kitchen. His instincts telling him to be on guard, Steve grabbed the cup and put it back to where it was. Just as he let go, he felt something hit him in the chest. As if he was hit by a truck, he was sent flying to his living room, crashing into his table, breaking it. Now on guard, Steve was about to get up when he was hit in the sides, sending him to his T.V., where it broke before him. Grunting in pain, Steve looked up to see, to his shock, a man coming out of nowhere, wearing some armor that looked to be based on Antman's suit.

"HYDRA sends its regards, Steve Rogers." Said the man as two other men came out of nowhere. Upon hearing that, Steve glared at the men.

"Finally, here for payback, huh?" Asked Steve as he got up, the men allowing this. "Even if you kill me, you won't stop HYDRA from collapsing. You're finished. For good this time."

"Perhaps." Said the first man. "But if we're going down, we're going to take you down with us, Captain America!" With that, the men went small again and before Steve knew it, he was sent flying to the opposite side of his room. After landing roughly on his shoulder, Steve's hand went to his pocket, remembering the device Proxima had given him. Pressing the button that will tell her that he needed her help, Steven got on his feet and got into a fighting stance, though he knew it was futile as the men would likely still be small to fight him. As Steven never fought against someone this small, he couldn't do much but endure the punches and kicks the HYDRA assassins. After a few minutes, Steve was on the ground, bruised from being punched all over his room and bleeding from his nose and lips. Spitting out some blood, Steve looked at the men before him, pulling out knives. "HYDRA will finally get justice for all the pain you caused us." Steve just glared stoically at them, annoying them. If he was going to die, Steve was going to not give them the satisfaction of seeing him beg for his life or scream in pain. Seeing the stoic glare, the leader stabbed Steve in shoulder. Wincing a bit, Steve just continued to glare at the men, not giving them an inch. Enraged, the three men were about to finish him off when the door to Steve's room suddenly was launched from its handles to the other side of the room. Surprised, the men looked up, only to have to blue energy blast to hit two of the men, turning them into dust. Before the other could react, a spear was thrown into his head, killing him. As Steve was recovering the shock from seeing the HYDRA assassins being taken out so quickly, Proxima made herself known. Entering the room, she saw Steve and rushed to him.

"Are you alright, human?" Asked Proxima as she examined Steve, who nodded.

"Bruised and got a bleeding shoulder, but I'm alright." Said Steve as he looked at his bleeding shoulder. Seeing this, Proxima looked at Steve.

"Do you have a medical system nearby?" Steve then told her where the emergency medkit was. After acquiring it, she unloaded the appropriate contents and began to treat the wound. "What happened, exactly? Who were these men?"

"HYDRA." Said Steve as he watched Proxima treating his shoulder, surprised a bit at how expertly she was doing it.

"HYDRA? How did they managed to find you?" Asked Proxima as she finished. When she did, she looked at Steve. Though she tried hard to hide it, Steve saw a hint of concern in her eyes briefly that soon disappeared and replaced with her usual cold stare.

"Must have been when I was meeting up with Sharon. That contact I told you about. They must have had an agent here in this town." Proxima nodded at that. The only other possibility was that his contact was a traitor, but she doubted that. Steve trusted her a lot and defended her when she questioned this Sharon. She couldn't have been a traitor if Steve trusted her this much. Looking at their surroundings, Proxima looked at Steve.

"You're no longer safe here. We need to get you out of here." Nodding his head, Steve got up, despite his injuries.

"I'll follow your lead, but first, we need to take something." Raising an eyebrow, Proxima got the message when she saw Steve looking at the only corpse in the area.

"You're concerned over how HYDRA got this technology." Said Proxima, grabbing the corpse, lifting it over her shoulders with ease.

"Yeah. As far as I'm aware, only one person should have this technology and he's under house arrest. And he would never sell this tech to people like HYDRA."

"Then perhaps we should pay him a visit?" Said Proxima before taking off. Sighing to himself, Steve followed her.

* * *

 **Later**

 **L.A.**

* * *

Scott Lang was currently eating a bowl of cereal with Luis. After swallowing a spoonful of cereal, Scott spoke to Luis.

"So, how's the job going, Luis?" Asked Scott. The questions caused Luis to smile.

"Excellent man!" Said Luis with a hint of pride. "Me and the boys. We went completely straight! No more criminal activities for us! We may get that itch to do something illegal but we're resisting it! We're one hundred percent reformed!" He then drank a glass of milk. "Anyway, the jobs going well. Wish I got get Pym my thanks before," Luis then realized where his sentence was going and mentally slapped himself. "Sorry man. I didn't mean to…" Scott then interrupted him.

"Its okay." Said Scott. "I made a tough call and I have to live with the consequences. Just wish Hank and Hope didn't have to suffer because of it." Luis just nodded in agreement.

"Yeah, it sucks." Luis said. "They just trained you and gave you the suit. They're not, like, responsible for your actions. Its like the cops arresting my mom for me stealing a T.V.! Its not fair to them." Scott nodded at that. "Still no words?"

"Nah. They're still in hiding." Said Scott. "I haven't heard from them since." Seeing that he was done with his breakfast, Scott placed his dirty dishes to the sink. "Anyway, I get to get ready for my little girl. She's coming over soon." Luis smiled at that.

"Good luck with Cassie, man!" Said Luis before bringing his dishes to the sink. "I got to get ready for work. Have a great time with her." With that Luis went to his room to get dressed. Scott just smiled a bit at Luis. Despite his eccentric nature, Luis was a good man and a good friend. He was glad that the man and his friends didn't suffer much when Scott was arrested for helping Captain America. Unlike Hank and Hope. Frowning, he remembered they're last conversation. To say the two were pissed at him was putting it mildly.

Because they were the creators of the Antman suit, the government wanted to arrest them due to his assistance in helping out Captain America. This caused a rift between him and them as he essentially made them fugitives on the run as they refused to be placed under arrest for the actions of someone else, even if it was a friend. And he couldn't blame them. He ruined whatever project they were working on. Rubbing his forehead, he hoped he could talk with them one last time so he could apologize and explain his actions, but that was unlikely. They cut all contacts with him since dropping off the face of the Earth and he hadn't heard from them since. No letter, no email. Nothing. Even though he believed he did the right thing in helping out Captain America, he hated that he ruined the lives of his friends as a result. Wanting to focus on getting ready for Cassie, Scott banished all thoughts of Hope and Hank to focus on thinking on what to do with Cassie when she gets here as well as cleaning up the dishes. Looking at the dirty dishes, he was about to start cleaning the dishes when he heard the door bell ring. Frowning upon hearing it, he went to the front door. He then heard the door bell ringing again.

" **Can't be Cassie. Its too early."** Thought Scott as he wondered on who was at the door. **'Maybe a colleague of Luis?'** As if on que, Luis arrived, putting on a tie.

"Expecting someone?" Asked Scott as he pointed the door. Luis just looked at him, surprised as him.

"No man." Said Luis. "I'm in the dark as you." Upon hearing that, Scott looked at the door.

" **Great."** Thought Scott as he went to get a bat he kept for emergencies. He technically had the suit, Luis was keeping it hidden for emergencies, but if he used it now, the government will come and arrest him just for having it when he was supposed to give it to them. To keep it away from the hands of the U.S. government, he sent it to Luis and claimed he destroyed it. The government lackies weren't happy to hear that but couldn't do anything to him or force him to reveal its secrets as he had no idea on how the suit works. They have to get Hank for that and, well, he's too busy doing whatever he was doing and running away from them. Luis, knowing the dangers of the suit and being a good friend, kept it close at hand, promising to never reveal to anyone.

Upon seeing Scott getting a bat, Luis grabbed a lamb and held it as a weapon. Staring incredulously at his choice, Scott went near the door and readied himself. Nodding to Luis, who nodded back, he reached for the door handle with one hand and prepped his bat with the other. Opening the door, he was about to swing the bat when he noticed who it was. Stopping himself before he could swing the bat at the person's head, he and Luis looked at shocked to see Steve Rogers.

"Hey, Scott." Said Steve, dressed in normal clothing and a hat on his head to hide his hair. Dropping his bat in shock, Scott began to apologize.

"Oh god. I'm so sorry, cap." Said Scott as he tried to apologize while Luis was staring at Steve in shock, processing that the infamous Captain America was right in front of him. "I thought that you were a thug or something. If I known it was you, I wouldn't have…" Steve then brought up his hand.

"Scott, its fine." Said Steve sincerely. "You don't need to apologize. I didn't send any message or anything to indicate I was coming over." He then looked around. "We need to continue this conversation inside. Can I come in?" Remembering that Steve was still on the most wanted, Scott nodded before quickly letting him in, closing the door when he did.

* * *

 **Few minutes later**

 **Living room**

* * *

"Look, cap. I'm glad your safe and all, but you being here is really not good for me." Said Scott as he, Luis, and Steve were in the living room, blinders all down to prevent anyone outside from catching a glance of Steve.

"I know, Scott." Said Steve, frowning. "But I wouldn't come here if I didn't need your help." Upon hearing that, Scott began to shake his head.

"No, no, no." Said Scott. "I can't cap. I'm sorry. But I made a deal with the government. I'm on probation. I can't leave this house under any condition and that probation is nearly up. If I'm caught with you or leaving this house, its twenty years in a federal prison. I won't be able to see my little girl grow up and her mother won't let her see me ever. It took a lot of convincing to even let her leave her daughter with me for a few hours. I made a lot of stride in spending time with my family, I won't jeopardize it by helping you out. Its selfish, I know, but I just…" Scott then sighed. "I don't want to ruin my chances on being there for my little girl as she grows up." Steve just nodded, agreeing with Scott.

"I understand." Said Steve. "And I feel like a complete scumbag for asking you to put all that you worked on since you took that deal with the government in jeopardy, but." Steve then brought out a small vial containing some yellow substance. "This was found on the suit of a man that tried to kill me. I think that you know what it is." Upon giving Scott the vial, the man began to inspect it. After a few seconds, Scott looked at Steve.

"Uh…should I know what this is?" Asked Scott before placing it on a coffee table. Frowning at his answer, Steve explained the situation, hoping that this will help clarify what was going on.

"That substance was able to allow the man to shrink. On the microscopic scale." Upon hearing that, Scott looked at Steve in shock.

"You serious?" Asked Scott, looking at the vial. Steve just nodded.

"It took quite some time for me and a cohort of mine to figure out how the man could shrink, but we eventually found out that substance was able to give him that power. Since your suit give you similar powers, I was hoping you knew something about this." Scott just sighed before speaking up.

"I think I know how they got this stuff." Said Scott before explaining. "Read about Pym headquarters being destroyed? Just collapsing on itself and leaving a crater?" Steve nodding, having read about it during his time in the Avengers. "Well, that was caused by me along with a few others, including my friend Luis here." Luis then smiled and waved at Steve, who nodded back. "Reason we did it was because a man named Derek Cross was trying to make a substance similar to the stuff that makes me go big and small. The guy that made my suit, Hank Pym, was worried about that the idea of that stuff falling into the wrong hands. So, he hired me and a few others to destroy all the research relating to the substance before it could be revealed to the public." He then sighed. "But it looks like we failed. You see, while we were completing our big plan, Derek caught us and revealed to us that the first people he'll sell the substance was to HYDRA." Upon hearing that, Steve widened his eyes in shock. "And you already know just how crazy and dangerous those guys are. No way is giving them the ability to shrink soldiers a good thing for any of us." Steve nodded. If they did get that technology, the amount of damage they could do would have been enormous. "Fortunately, we stopped Derek from giving that a case full of the stuff and blew up the HQ, destroying all the research of that shrinking substance and what they made so far. We also killed Derek so there's no way can anyone make anymore of that stuff, not without a great deal of money and time." Scott then sighed. "But I guess I was wrong. One of the HYDRA goons must have snatched a vial and escaped the blast and did some research using that stuff."

"And it looks like they've made a breakthrough." Said Steve. "Three guys came for me yesterday, Scott. They all had the ability to shrink, something that I've never fought before. I would have died if I didn't get assistance in the last minute." Upon hearing that Scott sighed again. That was just great. Hank was going to flip out when he heard that his technology was out in the hands of HYDRA.

"What do we do?" Asked Scott. "You think that we should contact the…uh…"loyalist" Avengers. I mean, from what I heard, those guys are doing well in taking out HYDRA bases and agents. Think they can handle themselves against more of these shrinking guys?" Steve just frowned at that. While he was confident that they can handle themselves, none of them have ever faced a foe that can shrink to the size of a fly. And if the HYDRA agents can go into Tony's and Rhode's armor like Scott did back at the airport, then they just taken out more than half of the remaining Avengers. Looking at Scott, Steve replied.

"We need to take them out ourselves, Scott. We can't risk HYDRA sending these guys against the Avengers." Upon hearing we, Scott shook his head.

"Cap, I can't. I told you. I want to help, but I won't risk all I worked for." Steve nodded, completely understanding and even slightly envying Scott. He had a family to worry about and get back to. Steve, meanwhile, only had Bucky and his friend can never provide him the support a family can do.

"I understand. All I'm asking if you can get into contact with Hank Pym. I need his support in fighting this." Scott rubbed his neck at that.

"Well, I guess I can call him. Can't guarantee that he'll get it though. He's on the run from the government for "assisting" a criminal on account of my suit. I'll still try though."

"Thanks Scott." Said Steve with a nod before getting up. "I better leave before your handlers figure out I was here." He then looked at Scott. "For what its worth, I'm sorry I've put you into this situation." Scott shook his head.

"Ah, Cap, I don't regret helping you out. You needed help taking out some super soldiers from wreaking havoc in the world. Even though all I did was fight some other heroes, I didn't mind doing what I thought right. Trust me, if I didn't have my daughter, I'll be helping you out." Steve nodded gratefully.

"Thanks, Scott. You're a good man. I'll be staying close by, but I won't do anything that'll compromise you." With that, Steve left the house. Once he was gone, Luis looked at Scott.

"You actually think that Hank will take your call?" Asked Luis, curious. Scott nodded his head.

"Oh yup. If only to make myself feel bad and then hang up. He'll listen to what I have to say first, though." He then brought out his phone, glad that the government wasn't tracking his phone calls. At least he hoped so. Meanwhile, Proxima was keeping a watchful eye on Scott's home from her ship. She received notification that he just contacted someone. Ignoring it, she then proceeded to keep an eye on his transmission so that it wasn't traced. As she did so, she wondered on this HYDRA. They clearly needed to be taken out. They were a danger to the safety of this planet, her plan, and her overall goal. The fact that they had shrinking technology only proved just how much of a danger they were, despite the fact they're organization was falling apart.

" **If these "loyalist" Avengers won't stop them quickly enough. Then my human helper and I will do it for them."** Thought Proxima as she brought out a communication device from one of the soldiers that attacked Steve. **"That human better be fine with going out on the field again."**


	4. Chapter 4

**Chapter 4**

 **Guest- I…suppose I could do it. Not sure how I'll be able to make it different from this one, but I suppose we'll see in the future. And I guess there'll be a happy ending here…sort of.**

 **Just A Reader- Yeah, not something you see everyday that's for sure.**

* * *

Proxima looked at the human as he pursed his lips, in thought of what she just said. Frowning, she asked again if he was fine with going out on the field.

"I am. Its just that…the UN will come hunting for us, the moment they figure out I'm back on the grid. I don't to risk your chances of uniting the Avengers by being seen with me." Said Steve. Proxima rolled her eyes at that.

"I'll be fine, human. You don't need to worry about my chances." Said Proxima before going back to the monitors, all of which were monitoring the perimeter of Scott's home. "It seems that your friend's daughter has arrived." She then pointed to a little girl going inside. Steve nodded, smiling slightly at the thought of Scott spending time with his daughter. He felt like scum in bringing Scott into the fray again, he really did, but he had to. HYDRA had a dangerous weapon and they needed to take it out quickly or else the damage they could do would be severe. He then saw a monitor change to a view of Scott hugging his daughter. Frowning, he looked at Proxima, who shrugged. "I had a drone go with you, in case any government agents were inside. I…kept it there to monitor Scott. Not because I don't trust him, but because I'm taking precautions. A task group from HYDRA may come to his house and hurt him." Steve still frowned. While he could appreciate that Proxima did it out of caution for his compatriots, he didn't like that she kept it hidden from them.

"Proxima." Said Steve. "You should have told me about it. You can trust me."

"You would have objected." Argued Proxima, looking at Steve with her fierce eyes. Steve, however, used to just looks from the likes of Fury, kept calm and starred back with a disapproving stare.

"True, but with good reason." Said Steve. "For our alliance to work, we need to trust each other. If you keep doing things behind my back, how am I suppose to trust you?" To her credit, Proxima looked to the ground, in shame, Steve couldn't tell, she was good at hiding her emotions, almost on par with Natasha.

"You…make a point human." Said Proxima, looking like she swallowed something nasty. She then looked at Steve. "I…apologize." The disgusted look was still there, though Steve knew that it was more at her attempt at an apology than at him.

"You haven't apologized much, have you?" Asked Steve, curious on her behavior. Proxima sighed.

"No. My family is a tough one. None of us apologized to the other when something was obviously our fault. We just ignored the faults of our actions or swat down any attempt to make us apologize. So the idea of apologizing is…foreign to me." Steve frowned at that.

"You should own up to your mistakes, no matter how bad they are." Said Steve. "It'll make you a better person and shows how mature you are." Proxima nodding in agreement. **"At least she's trying."**

"You are wise." Said Proxima. "I can see why you were the leader of the Avengers." Steve just coughed at that.

"Thank you." Said Steve. "I appreciate it. If you want I can help you with apologizing." Proxima looked at Steve.

"You would do that for me?" Asked Proxima. "We're just allies, not friends." Steve then smiled a bit at that.

"Just because we're new allies, doesn't mean we can't try to become friends." Said Steve. "It's the duty of allies to help each other, no matter what the situation is." Proxima rolled her eyes at that.

"You're naïve as ever human." Before Steve could retort, Proxima looked at him with a smirk. "But that's your charm and I respect your attempts to help me." Smiling back, the two looked at each other, finally finding some common ground to work with. Before they could talk more, Proxima looked back at the monitors, seeing Scott play with his daughter. Upon seeing the man play with his daughter, Proxima adopted a sad look on her face, something that caught Steve's attention.

"You miss your family?" Asked Steve, looking at Proxima, who nodded.

"We didn't have anything like what your ally is doing with his daughter." Admitted Proxima, seeing no reason to keep this from Steve. "We didn't have the time. Our father was always demanding us to work, no matter how old we are. My two youngest sisters were forced to work and train, even when they were the age of young children. They endured many challenges, challenges that no young child should ever endure." Hearing that caused Steve to look at her in concern. Having been forced to live by himself after his mother and father died, he can understand the difficulties of having to work at a young age. It was difficult for him to find someone willing to hire him. He was sure that, if it wasn't for Bucky, he would be starving on the streets of Brooklyn and not here in the future.

"I'm sorry to hear that. Were you all in a poor economic state?" Proxima scoffed at that, surprising him.

"No, we aren't." Said Proxima with a hint of anger. "He wanted them to prove their strength. That they're worthy of being his daughters. And when they failed his expectations, he ripped out their original organic parts and replaced them with cybernetics." Upon hearing that, Steve widened his eyes in shock and horror. "One in particular, had so many parts replaced that she's more machine than flesh. It made her stronger, but there's barely anything left of her original body. And when she grew older and bigger, our father just had those cybernetics ripped out of her without any anesthetics and replaced them with more appropriate cybernetics." Proxima then brought a hand to her eyes. "And none of us could do anything less we incur the wrath of our father. If I had to point a day where I failed to be a good sibling to my younger sisters, then it would be the day that my younger sister received her first major overhaul. It was painful, both to her and me." As Proxima remembered the screams and her being forced to watch, she felt a hand on her shoulder. Looking over, she saw Steve, staring at her with sympathy and anger, which was aimed at her father.

"Your father." Said Steve, saying the word with such venom that Proxima thought she was speaking to a different person. "Is a complete monster. A father's duty is to take care and love their children. Not turn them into machines for failing his expectations. If I ever encounter him, I'll be having a long talk with him."

" **Believe me. You'll die if you do that."** Thought Proxima, knowing full well who her father was. Sighing, she removed Steve's hand from her shoulder.

"I appreciate the words, human, but I'm to be partly to blame for her current condition. If I just taught her how to please our father or protect her from him, she might not be what she is today." Said Proxima, regret in her tone. Steve just stood there, feeling sorry for her.

"We all have things we regret." Said Steve as he looked at Proxima, who nodded in agreement. "We looks back at our past regrets and wonder what would have happen if we did something different. Would someone we love be still alive? Would they be as safe as they were before? Or would they die sooner? But no matter how much we want to, we can't go back in time and fix our mistakes. The best we can do is to just own up to our mistakes and help those that have suffered from those mistakes if we can. Believe me, I know." Looking at Steve, Proxima tilted her head.

"You regret involving your allies in your little civil war. That they suffered from your choice." Steve nodded.

"They're either in hiding or under federal house arrest. The public has turned against them. I helped divide the Avengers and I…" Steve closed his eyes in pain and regret. "…I betrayed a man I considered a close friend by choosing to keep the identity of his parent's murderer a secret." Proxima, though she wasn't an empath, could feel the pain and regret from Steve. Feeling both annoyance and pity for him, she got up from her seat and shook him. She would have slapped him, but she felt, after he talked of wanting payback from father, he didn't deserve to be slapped.

"Human, while I understand it was a difficult thing to do, you shouldn't be bottling up your emotions like this." Said Proxima as she forced Steve to look at her. "I read about your history, you and the Avengers. I know all about the little…rift between you and this Iron Man. To be frank, I understand his side more than yours. He was betrayed by one of his closet's allies, a man he thought he could trust with his secrets and life. So, to hear that you kept the identity of who killed his parents, well, I can't blame him for hating you."

"And I wouldn't as well." Said Steve. He would resent someone if they kept the identity of his own parents from him as well, even if they were a friend.

"So help me understand." Said Proxima, looking at her ally with her fierce eyes. "Explain to me in detail why you refused to tell him." Sighing, Steve explained the whole situation. About Bucky and HYDRA. About what went down in Siberia. And how he fought Tony with Bucky, resulting in him dropping his shield in shame. Once he was done, Proxima sighed to herself.

"Can I just say how stupid you were at the time. I know this Bucky is your friend, but you should have told this Tony Start the truth the moment you knew that it was Bucky that killed his parents. He may have been eager for revenge, I have no doubt on that, but you could have tempered him. Convinced him that revenge is not the way. That his parents would not have wanted him to kill the Winter Soldier when it was revealed that he was brainwashed. Would it have worked? Maybe not, but it was better option than keeping it to yourself." Said Proxima. Steve just sighed.

"I know." Said Steve. "I see that know. I thought I was protecting him, but I was just protecting myself. From the decision of picking between Bucky or Tony. And I may have lost one of my best friends because of my choice. I've regretted not telling him ever since that day in Siberia. I would give everything just to have Tony forgive me." Sighing again, Proxima pushed Steve to the ground and pinned him down, her face near his to the point that her lips nearly touched his.

"What's done is done." Said Proxima. "You made your choice and choose poorly. Now you have to own up to it and face the consequences as well as tending to those that have suffered from your poor choice. Isn't that what you said to me a few minutes ago? That we should own up to our past mistakes and try to make amends? Or were you just being a hypocrite?" Realizing that Proxima was right, Steve spoke to her.

"You're absolutely right. I need to own up to my mistake and make amends." Said Steve. Hearing that caused Proxima to nod in satisfaction.

"You'll talk with this Iron Man after all this is over? With Thanos and all? You won't run or hide from what needs to be done?" Asked Proxima. Steve just nodded. Much as he tried to deny it, a part of him knew that he wasn't just hiding from the government. He was hiding from Tony and the need to apologize to him. Even though a part of him wanted to do so, another didn't want to in fear that Tony will lash out in righteous anger and attempt to arrest him. Maybe that was why he steered clear from any state that Tony was in. He was afraid of Tony and his reaction to seeing him again. But upon seeing the anger from Proxima's eyes at his inaction and apparent hypocrisy, and her words that reminded him of who he was, made him realize that he needed to do it, even if Tony wouldn't listen. If he didn't at least attempt, then Proxima was right that he was being a hypocrite.

"I will." Said Steve. "But after Thanos is taken out. We can't afford to be arrested by the U.S." Satisfied, Proxima let go of her hold on Steve's arms and looked at him in the eye. Coughing a bit, Steve raised an eyebrow

"Are you going to get off?" Asked Steve, looking down to see Proxima's legs were squeezing his waist a bit tightly. No unbearable, but enough that it was distracting. Looking down, Proxima got up and apologized, which Steve waved off.

"Now that you're down mopping around, let's get back to monitoring your ally. I suspect that HYDRA might attack him." Said Proxima before going back to monitoring Scott's home. Steve frowned at that.

"You're sure that HYDRA will attack?" Asked Steve, worried for Scott and his daughter.

"I'm positive." Said Proxima. "With the death of their assassin team, they'll assume that you uncovered the serum that made them shrink. With that assumption, they'll also probably assume you'll take it to the Antman as he's the supposed expert in shrinking technology. If they have any more of those shrinking soldiers left, then they'll probably send them after Antman. I suppose they could also go for this Hank Pym, but from what I gathered, he's in hiding. Not even your intelligence agencies can find him and his daughter. So, they'll go for the next best thing." Steve could see the logic. He just wished that she was wrong. For Lang's sake. Fate, however, seems to not be on their side as they heard chatter from the comm unit that Proxima looted off from one of the HYDRA soldiers.

"This is strike team." Said someone on the intercom. "We're in position. Should we commence operations?"

"Negative." Said someone else. "Wait until the backup team's vehicle is in position. Then strike." The first person acknowledged the orders before cutting off the line. By then, however, Proxima had already traced the signal, pinpointing one was in the backyard of Lang's home while another was in San Francisco. With their location known, Proxima got up and went to get her spear.

"You'll need a weapon, human." Said Proxima as she stopped to look at Steve, who nodded in agreement.

"You have a shield?" Asked Steve as he followed her.

"I…might have one." Said Proxima, actually unsure if she did have one. "But first warn your friend. He's in trouble."

* * *

 **Few minutes later**

 **Scott**

* * *

"So how is school?" Asked Scott as he looked at Cassie, who was watching him shuffle a deck of cards.

"Its fine." Said Cassie with a smile, wondering what trick her dad will do. "I'm getting straight 100 so far. I think I'll get A's in my report card."

"That's good to hear!" Yelled Scott, proud for his daughter. "Are you eating your vegetables?"

"Hmm…no." Said Cassie truthfully, causing Scott to shake his head.

"You got to eat those thing Cassie. They're good for you." Said Scott before showing a single jack card. He then put the deck down and put the Jack in his right sleeve. He then placed his left hand behind Cassie's ear before revealing the jack card, causing her to giggle. "You liked it!" Cassie nodded. "Want me to do it again." Seeing her nod again, Scott was about to do the trick again when he got a call. "Man. Hold on Cassie. Got to take this." Nodding in understanding, Cassie watched as her dad got up and went to the kitchen. Once Cassie couldn't hear, Scott spoke. "Hello."

"Scott, its Steve." Said Steve as he looked at Scott's backyard from his neighbor's home, who thankfully weren't at home. "Listen, you and Cassie are in danger. HYDRA is after you." Upon hearing that, Scott eyes widen in shock and horror. Looking around, he whispered to Steve.

"You sure?" Asked Scott.

"I'm looking at the HYDRA team now." Said Steve, seeing five men in Scott's backyard. "There's five men in your backyard. And there's a backup team in a van somewhere nearby. My partner is dealing with them while I'm dealing with the guys in your backyard. Go upstairs and keep your daughter safe. We'll take care of them for you."

"Okay thanks, cap." Said Scott before hanging up. Sighing, he walked over to Cassie, pretending that everything was alright. "Hey Cassie, why don't we continue this in my room. I got a big surprise there." Hearing that caused Cassie to gasp.

"I like surprises." Said Cassie. Scott smiled at that.

"Me too." Lied Scott. "C'mon let's go." With that Scott lead Cassie upstairs. As he did so, he prayed that Cap can take care of the HYDRA goons.

" **Maybe I should…no. I can't."** Thought Scott as he thought of his suit, hidden away somewhere in the house, according to Luis. Much as he was tempted to call Luis, to ask him where the suit was, he also didn't want to. He didn't want to break his agreement with the government. **"But cap needs help. What if those HYDRA goons have those rip off suits of the Antman suit? He needs an ace up his sleeve."** Biting his lip, he continued to debate as he and Cassie arrived in his room.

* * *

 **Meanwhile**

* * *

Steve grunted as he knocked out a HYDRA goon with a bash of his borrowed shield. The man would have a headache once he woke up, but that'll be the least of his worries once the federal agents come. Sensing danger from behind, he put up his shield and charged at the HYDRA soldier that fired at him. As the fifth bullet hit the shield, the man pointed at Steve's unprotected legs and was about to pull the trigger when Steve jumped and tossed the shield at the man's stomach. Upon being hit by the shield, the man was pushed to the ground, where he lay, groaning in pain. Moving to pick up his shield, Steve grabbed the man's gun, a silenced pistol, before firing at the remaining three. Two bullets went into a man's legs, knocking him to the ground, where he clasped them in pain. One went into a man's head, killing him. And the last two went to a man's torso, where his bullet-proof vest kept him safe. Giving a grunt of pain upon feeling the bullets impact the vest, the man aimed his rifle at Steve when he threw his shield at the man's head. The shield slammed into the man's forehead, actually cracking the skull and causing internal bleeding. As the man lay dying on the ground, Steve grabbed his shield and looked at the man in pity.

Though Steve had a relatively low body count during his time in the Avengers, Steve was perfectly fine with killing. He had, after all, killed quite a few during the years of WW II. That didn't mean he enjoyed it. Rather, he felt pity for the people he killed. With exceptions like the Red Skull, they all, at least Steve thought they did, have families they cared about and Steve just killed a member of that family. Looking at the HYDRA agent, Steve could see the hate in the man's eyes, even as they became clouded. Not wanting the man to suffer, Steve grabbed the man's pistol, checked it for bullets, and pointed the gun. Steeling himself, Steve pulled the trigger and ended the man's life. Sitting on the ground, Steve looked at the surviving HYDRA agents. The one with bullets in his legs tried to get up, but Steve just went over and knocked the man out with a punch to the face. He then disarmed the man along with the others. With his opponents all dead or unconscious, Steve went into Lang's home. Letting himself in,

Steve went upstairs, knowing that's where Scott was with his daughter. Not knowing which room they're in, Steve began knocking doors until Scott answered. He finished knocking on the 3rd door when he heard a door open. Looking to his right, he saw Scott with his daughter, who gasped upon seeing him.

"You're Captain America!" Yelled Cassie, both out of surprise and excitement. Seeing that they were safe, Steve looked at Scott and nodded. Getting the answer, Scott looked at Cassie.

"So, this is the surprise Cassie." Said Scott with a smile. "You get to see Captain America in the flesh. Do you like it?"

"I love it!" Said Cassie with a smile. Looking at Steve, she smiled at him, causing Steve to smile back. "You're just as handsome as the pictures make you out to be." Chuckling a bit at that, Steve just knelled down to look Cassie in the eye.

"I appreciate it, Cassie." Said Steve. "As much as I like to spend time with you, I got something to say with your dad. Also, can you keep my visit a secret? I rather not cause more trouble for your dad." Cassie nodded at that. Though she didn't know much about the Sokovia accords, she did know that Captain America, including a few others, were wanted by the government. Cassie thought it was stupid, but she couldn't do anything about it. She also knew that, if the government agents knew that Captain America had come to her dad's home, he'll be in big trouble. So, put a finger near her mouth as a sign to say that she won't tell. Smiling at that, Steve gestured Scott to follow him. Once Scott was with him, Steve led him to the kitchen, where they can speak freely.

"The HYDRA team is gone, Scott. They're either dead or unconscious. If you have any way to contact your handlers, do it. They need to interrogate those HYDRA agents." Blinking at that, Scott raised a hand in objections.

"Uh, that's well and good, cap, but how do I convince them that I didn't do it? I mean, I don't have the suit anymore, but they think I still have it. They'll question me for days before they realize that I didn't do it." Said Scott. Before Steve could respond, the both heard a knock on the front door. Looking at each other, the two went over and opened it. To Scott and Steve's surprise, Proxima was waiting, holding her spear, which was covered in blood. Before Scott could react negatively, primarily freak out upon seeing an alien, Steve coughed.

"Scott." Looking at Steve, Scott looked at Steve, waiting for an answer. "You know that partner I was talking about?" Seeing him nod, Steve continued. "Well, this is my partner. Scott, this is Proxima Midnight. She's…an alien and she's the one that helped me with taking down the HYDRA teams sent to hurt you. Proxima, this is Scott, a good man and a friend." Looking up and down at Scott, Proxima pursed her lips, not impressed with Scott's physique. Chuckling nervously at the alien woman, Scott raised his hand and waved.

"Hi." Said Scott. Looking at Steve, Proxima was about to speak when she noticed a girl on the stairs. Pointing behind the two men, the two men looked to see Cassie staring at Proxima with shock and growing excitement.

"Best visit ever!" Yelled Cassie as she rushed down the stairs. Scott sighed at this.

"Well, least she's happy." Said Scott with a chuckle.

* * *

 **Later**

 **Several hours later**

* * *

"Can I touch your horns?" Asked Cassie as she looked at Proxima's horns, looking them with child-like adoration. Sighing, Proxima looked at Cassie.

"No, you cannot." Said Proxima, keeping a neutral tone as best she could. This had been the fifth time that the human girl had asked to touch her horns and Proxima would have hurt her if it wasn't for the fact that she was just a little girl, causing her to reel herself from doing anything rash. "Only a trusted friend or significant other can touch my horns. You are neither of those."

"Aww." Said Cassie, pouting. "But I really want to touch them. Can I please touch them once? I promise to be gentle." Twitching a finger, Proxima glared at Steve, who coughed while Scott whistled, the two checking up on Proxima, who had been tasked with keeping Cassie entertained while Steve talked with Scott about the failed HYDRA attack, and Hank Pym. Something that annoyed the alien quite a bit.

"So," Said Scott, eager to end their conversation while Proxima was still in a relative good mood. "I made the call with Hank before Cassie arrived. I should get a response soon from him and his daughter. I also told him that you wanted to see him. That you had intel on these rip-offs that HYDRA made. That should get him to come over and talk with us." Steve nodded. That was good. If they had any hope to defeating these shrinking HYDRA goons, what better than the man that created the tech that made it all possible.

"Will he forward an email or call ahead?" Asked Steve, knowing the man was resourceful if he stayed under the government's nose all this time.

"Eh, probably." Said Scott, shrugging. "Come to think of it, I should probably warn them that the FBI will arrive soon to take those HYDRA goons. You secured them all and hid them from plain site, right?" Steve nodded.

"Bound and gagged." Said Steve before tilting his head at Proxima. "She'll send an unanimous call to the police, giving them the location of the HYDRA vehicle. We hid all the bodies in their van forty miles from your home so that the FBI won't immediately assume you're the culprit. Though considering your record, they'll interrogate you nonetheless." Scott nodded at that.

"The fact they went after me." Said Scott before sighing. "I'm worried cap. Think they'll try again?" Steve nodded.

"No doubt. And if they have more of those shrinking suits, they'll send them after you the next time they try to capture or kill you." That caused Scott to sigh again.

"Well, then I'll have to tell Cassie's mom to forbid her from visiting for awhile. At least until the HYDRA cell that's responsible for this shrinking soldier project is gone." Steve looked at Scott in pity. He was angry that HYDRA went after Scott while he was spending time with his daughter. They may have not known, sure, but he doubted they would have cared. She would have just been an acceptable casualty in their eyes.

"I'll make sure they'll go down soon, Scott. I promise." Said Steve.

"Indeed we will." Said Proxima, having overheard Steve's last sentence. When the two men looked at her, she continued. "I stole some intel from the vehicle that belonged to the group of soldiers I eliminated. In it was some interesting information, particularly the location where these shrinking suits are being kept and made. The location is identical to the traced location from the intercepted transmission. Its in the city known as San Francisco. If you want to take them out so that you can spend more time with your daughter, here's your chance." Upon hearing that, Scott shook his head.

"I can't." Said Scott before lifting up his left pant leg, revealing a tracking bracelet on it. "This thing will go off the moment I step out of this house. And if it goes off, my FBI handlers will come here and arrest me. And when that happens, its ten years in a Federal prison. My daughter will be a young woman by the time I'm set free. I don't want to miss her growing up as a teen or graduating from high school. I'm sorry." Twitching her eyes, Proxima was about to retort when Steve intervened.

"We understand Scott. We can handle ourselves against those soldiers in shrinking suits." Said Steve. "They won't be much of a problem to us." Upon hearing that, Proxima glared at Steve.

"Its only because of my intervention that you're still breathing, human. And even then, I only killed them because I got the drop on them. If I hadn't, we both would be dead." Upon hearing that, Scott looked at Steve in surprise.

"She serious, cap?" Asked Scott. Sighing, Steve nodded and explained what happened, how he nearly died to three HYDRA agents wearing suits that gave them the ability to shrink, and how Proxima saved him. Upon hearing that, Scott looked at Cassie, who had listened in to it all. Looking back, Cassie looked at her dad. Though she didn't say anything, Scott knew what she was conveying. To be a hero again, regardless of what would happen to him. To be Antman again. Sighing to himself, Scott looked at Steve. "Well, that settles it. I'm coming with you cap." Upon hearing that, Steve looked at Scott in surprise.

"But what about your deal with the government? Your daughter?" Asked Steve, worried for Scott's future. Scott just smirked.

"Yeah, well, life has a way to make good people suffer, even if they don't deserve it or not. Besides," Scott looked at Cassie, who smiled. "I don't think Cass will like it if her dad was a coward that refused to do the right thing, even if it means she won't see him again for ten years."

"She won't." Said Cassie, causing everyone to look at her. "But I'll be proud of my dad for doing the right thing so that others won't suffer." That caused Scott to smile. Proxima looked at the kid in shock and respect and so did Steve. Coughing a bit, Scott went to a drawer, rummaged in it a bit until he found a small throwing disk that was blue in the center. He then brought out his cellphone.

"Be right back. I need to make a call." Said Scott before going into his basement. After a few minutes, they saw a flash of blue light coming from the basement. Before Proxima and Steve could do anything, Scott came back with his Antman suit. "Alright, let me suit up and we'll go and kick some butt."

"Hold it." Said Proxima. "I may be able to deal with the device on your ankle." Getting up from her seat, Proxima knelt down and examined the device. "Crude. Unremarkable." As she continued to say insults to the piece of Earth technology, she pondered the best way to remove it without disabling it as she knew that was the preferred outcome for them all. After a few more minutes, she looked at Lang. "I think I can remove it without it going off. Just let me go back to my ship and we'll get it off you."

"Thanks, but they track my movement with this thing." Said Scott. "The moment they realize it isn't moving for a couple of hours, they'll come over and arrest me for breaking the contract." Proxima nodded at that.

"I think I have something that'll do the trick." Said Proxima before leaving. Once she did, Cassie looked at Steve.

"Is she your girlfriend?" Asked Cassie. That caused Steve to look at Cassie with a raised eyebrow as well as causing Scott to cough. Slightly flustered, Steve just coughed into his hand.

"She isn't." Said Steve. "We're just acquaintances." The smirk from Cassie said otherwise.

"Cassie. Bad girl." Scolded Scott. "You don't say stuff like that to people, especially people you just met." Cassie just pouted and apologized to Steve, who accepted it. Within a few more minutes, Proxima arrived with a machine the size of Scott. It was humanoid in design and grey in color.

"This is a sparing droid that I kept around to hone my skills in combat." Explained Proxima as she set down a box of advanced looking tools. "I can, however, reprogram it to follow your basic routine, that'll give you the opportunity to help us without rousing the suspicion of your handlers."

"You mean it?" Asked Scott with hope. If this worked, then he can both help out Steve and still be able to fulfill his agreement with the government.

"Yes. Just tell me what you normally do and I'll program it to do it." Said Proxima. "But first, we need to remove your device." With that Proxima brought out a tool with a razor-sharp blade. Gulping at seeing the tool, Scott chuckled nervously as Proxima approached him.

* * *

 **Half an hour later**

* * *

"Alright, the bot is programmed with your basic schedule. If that is all, can we go now?" Asked Proxima as she sent the bot to do whatever Scott claimed that he normally did.

"We have to wait for a response from Hank and Hope." Said Scott, putting on his suit with Cassie watching in awe. "They won't like it if they find the house missing."

"And when will they respond?" Demanded Proxima. They wasted enough time as it was. Before Scott could say anything. His phone rang. Bringing it out, he checked it.

"Right about now." Said Scott. "They just sent an email. Hope is coming to pick us up in twenty minutes. We better get ready."

"Finally." Said Proxima. "I'll make the call to the authorities before she arrives. Are her parents coming to pick her up?"

"Yup. They should arrive in ten minutes." Said Scott before going over to Cassie. "Cass, in case we never see each other again, I just want you to know that you're a good girl. And you've been the greatest thing I've ever done for this world. I love you. And I want you to grow big and strong and to help the world in a positive way. Just not in this line of work. Trust me, its awful." Smiling, Cassie hugged her dad.

"I will, dad. Go kick the bad guys' butts." Said Cassie before going to get her things. Smiling at the affectional display, Proxima looked at Steve, who also smiled.

"Children are a precious thing." Said Proxima. "They make you both angry and annoyed, but also happy and proud. They're…something that should be treasured."

"That they should." Agreed Steve. "Ever considered having children?"

"I have." Said Proxima after a moment of hesitation. "Its just that I…don't think I'll be a good mother. I failed as a sibling, all I've ever known if war, and I don't know anything about raising a child. I failed a great many things in my time, I don't want to add being a failed mother as one of them." To her surprise, Proxima felt Steve put a hand on her shoulder. A part of her wanted to slap his hand away and yell at him, but another wanted to allow it. It felt…nice.

"I can understand the fear of failing at being a mother." Said Steve. "But you shouldn't let that prevent you from having kids. And just because you failed at being a good sibling, doesn't mean that you'll be a bad mother. If anything, you can use that failure to help yourself be a better person and mother. We not only learn from our successes, but also in our failures. And you're clearly willing to learn you're your mistakes. Besides, you'll have your spouse to help you in raising any children you have. And if they fail, then you can ask me for advice. I'll help." Stunned, Proxima looked at Steve for several moments before looking at the ground.

"Your words are appreciated hum…Steve." Said Proxima. Upon hearing his name, Steve smiled. It was a sign that Proxima considered him a trusted friend and ally, a step in the right direction. Before he could say anything, Proxima slipped from his grasp. "I need to go, I need some refreshments." With that, Proxima left for the kitchen.

"Smooth, cap." Said Scott in the Antman suit. "You sure you two don't have a…crush on each other." The annoyed stare from Steve told Scott to shut up.


	5. Chapter 5

**Chapter 5**

 **Guest- I guess I can do an alternate universe.**

 **Just A Reader- Just thank the person that requested it. Otherwise, this would have never happened in the first place.**

 **Cilia Kamala- I agree completely with what you said about Proxima Midnight and how she was wasted in the Avengers endgame movie. In fact the entire Black Order was kind of wasted in that movie.**

 **And no, I don't do that kind of story. Feels kind of weird for me to do.**

* * *

 **Hope Pym**

* * *

" **He better be telling the truth."** Thought Hope as she drove in Scott's neighborhood, looking for his home. Eventually she spotted it and parked her car in the driveway. Getting out, she thought of Scott.

The idiot had endangered her father and her when he joined up with captain America and his stupid little quest against the government. If he didn't endanger them, then she would have been fine with Scott taking the consequences of going against the government. But since he dragged the Pym family into this, while they were doing research into the quantum realm in order to rescue Hope's mother, both her and Hank were pissed at him and cut off all contact with him. They would have ignored Scott, but when he told them that HYDRA men came after him while his little girl was visiting and that HYDRA managed to replicate Hank's particle designs, they made it a priority to meet up with him. If HYDRA managed to replicate the design, the implications were horrifying. Praying that Scott and his daughter were fine, she knocked on the front door and waited for Scott to answer. Soon, he did and the man opened the door. Upon seeing Hope, he sighed in relief.

"Thank god that you're here, get inside.' Said Scott, motioning inside. Nodding her head in agreement, she entered the house. Once she did, Scott closed the door. As she sat on a couch in the living room, Scott took a seat on a leather chair. The two looked at each other for a few moments before Scott spoke.

"So...how have you been?" Asked Scott weakly. The question caused Hope to roll her eyes.

"Oh nothing much. Still on the run from the government because of you." Replied Hope scathingly, causing Scott to flinch.

"Right." Said Scott, looking away. Sighing, he looked back at Hope. "Look, you can be mad at me, all you want, but we have a major situation." Hope exhaled before nodding, knowing that Scott was right.

"You're absolutely sure that HYDRA managed to replicate the Pym particle?" Asked Hope, hoping that Scott was wrong, even though she knew that he wouldn't lie. Scott shook his head, causing her to sigh. That was just great.

"If you want more information, ask captain America and his alien friend." Said Scott. With that, Scott yelled out. "Cap! Alien lady! Come on out!" He then looked at Hope. "Listen, this may come as a shock, but just stay calm and…" He couldn't say anymore when Proxima midnight opened the door that lead to his basement and went to the living room with Captain America, shocking Hope at not only seeing Captain America but also an alien. Looking at Scott, she pointed to the two, causing him to chuckle nervously.

"I can explain." Said Scott, causing Hope to narrow her eyes.

* * *

 **An hour later**

* * *

"Does it match this Pym Particle, miss Pym?" Asked Steve as he looked at Hope, who examined the sample they acquired from the assassins that were sent to kill Steve. Sighing, she nodded as she placed the sample on the table.

"Unfortunately, it is." Said Hope as she looked at Steve. "This is beyond bad. If HYDRA has the knowledge to mass produce this, then nothing will stop them. They can bypass any security system on the planet, even Wakanda. They can assassinate anyone they want, sabotage anything they want, or acquire anything they want. They'll be unstoppable."

"Then we need to stop them." Said Steve with a frown. "We traced the location of the assassin's base to somewhere in San Francisco. Can you and your father help us?" To his surprise, Hope immediately nodded her head.

"As much as we're crossed with Scott." She glared at Scott, who groaned, saying he was sorry, before looking back at Steve. "And you for making us wanted people," Steve winced at that. "We can that let go so we can save the world. But first, we need to talk with my father. He'll know the best way to take out anyone with these particles." With that she grabbed the sample and went to her car, motioning everyone to follow her. Once she left the house, Scott looked at Steve.

"Well, here's to hoping that I'm not as rusty as I think I am." Said Scott before grabbing the shopping bag that has his suit before going outside. With just the two of them, Steve looked at Proxima.

"You okay with following her and leaving your ship?" Asked Steve, causing Proxima to roll her eyes.

"I can have it move to my location with a push of a button." Said Proxima before getting up. "Let's go. The more we waste time, the more time we give this HYDRA time to prepare." With that, she left with Steve in tow.

* * *

 **An hour later**

 **San Francisco**

* * *

"This is quite a place you choose to hide, Hope. How come that government hasn't found you guys yet?" Asked Scott as he hid his face placing a cap on his head and so did Steve. Though the car had tinted window, they weren't taking any chances. Proxima, much to the woman's annoyance, was in the trunk as she wasn't exactly hiding with them with her grey skin, skin-tight suit, blue hair, and strange spear. They hoped that she wouldn't try and hurt them after this car ride was over, though considering she went in without too much complaint, that thought was unlikely.

"We pulled a few strings. I had some people in homeland security that owed me some favors. All it took was some misplaced documents and a name change and I'm a free woman again. Well, I'm still wanted as Hope van Dyne, but Susan Marker isn't." Scott nodded as Hope eventually stopped in large white building. "This is our stop."

"This is it?" Asked Steve as he looked at the building while getting out. "You own it?" Before he followed Hope, he knocked on the truck of the car, telling Proxima that he'll be back. Upon hearing a knock back, he followed caught up to Scott.

"Yeah. I'll explain as we get inside." Said Hope as she led Scott and Steve inside the building once she unlocked the door. "Your friend not coming?"

"Not taking chances." Said Steve as the three entered an elevator. "All it takes is one picture being sent in Facebook and we're exposed." Hope nodded in agreement as she pressed a button. Once the elevator doors closed, she spoke.

"So, how's life as a criminal, captain? Not as well as my dad and me." Asked Hope, not hiding the hint of scorn in her voice. Sighing, Steve replied back to Hope van Dyne.

"Miss Dyne, I'm completely sorry that you were dragged into this mess. I had no intention in ruining your lives and I'm sorry that the government persecuted you for." Said Steve, genuinely sorry.

"Cap, you don't need to apologize." Said Scott. "If anyone deserves to be blamed for getting the government against Hank and Hope, it's me. I choose to help you. It's my choice that got them into this." Hope just rolled her eyes.

"For the record, I blame both of you." Said Hope. "And so, does Hank." Before either man could defend themselves, the elevator opened, revealing what was on the other side. Widening their eyes in surprise, the two men were in awe at what they saw.

Before them was an entire floor dedicated for researching something. In the middle was a large cube-shaped structure where Hank Pym was currently residing, obviously fixing something. Around it were various computers and electronics that you couldn't get from a simple store.

"Amazing. How did you get all this?" Asked Steve as they walked to Hank Pym.

"Before the government suspended our bank accounts, we diverted some money to some offshore accounts made in case something like this happens. We used the money to build this place and to keep us self-sufficient since Scott decided to be dumb." Groaning, Scott would have spoken up when Hank spoke.

"And a good thing too." Said Hank as he stopped what he was doing to look at the arrivals. "Because it seems that I need to fix a fuck up that he made." Sighing, Scott said hi to Hank while introducing Steve. "So, you must be captain America. I heard that I should be thanking you for putting me and my daughter in the situation we're in." Sighing, Steve looked at Hank with genuine sorrow.

"Look, Hank Pym, you can hate me all you want, but I need your help. HYDRA has…" Hank then interrupted him.

"My formula. I know." Said Hank as he led everyone to a corner of the lab dedicated to note taking. After taking a seat, he continued. "They must have acquired a sample from Derrick Cross before we destroy the research center that made his version of my formula. Something that Scott was supposed to prevent." Glaring at Scott, who winced, Hank continued. "So, what do you have?" With that, Hope and Steve told him everything that they knew of the HYDRA version of the Pym particle. Once he heard everything, Hank stroke his beard.

"Is there any weaknesses that we can exploit?" Asked Steve. With a sigh, Hank shook his head.

"Unfortunately, no, not at the moment at least." Said Hank before explaining. "The particle not only enhances one's strength while they're on a microscopic scale, it does so in under a couple of seconds. So, let's say we try to crush one of these HYDRA soldiers, who has my formula, with a boot while he's small. He'll just need to revert back to his normal size and that boot that should have crushed, can't do shit now. ***Sighs*** This is why I wanted all my research to be kept out of the hands of people like SHIELD and HYDRA." He then glared at Steve and Scott. "And now we have to destroy all the research that HYDRA, no doubt did on my formula, so that no one can use it again."

"So, are you in?" Asked Steve once Hank was done ranting.

"What kind of idiotic comment is that?" Demanded Hank as he glared at Steve. "Of course, I'm in. I have to make sure the you two don't mess up in destroying HYDRA's version of my formula. Even the tiniest of data can be used to replicate my formula. And then we'll have to redo this all over again." Sighing again in an effort to calm himself, he asked Steve if he knew where the HYDRA group that had his formula was located in.

"I'm not exactly sure if they're the same group responsible for sending the assassins after me or if all the research they have on the Pym particle is there, but my partner and I managed to pinpoint a HYDRA base here in San Francisco that's being used as a storage and manufacturing base for suits that are capable of shrinking. It's a good place to start, I think." Exhaling, Hank looked at Hope, who nodded.

"Alright. Hope get your gear on. You're going with these two to make sure they don't screw up. I'll continue the work here. Just go and kick some ass." Smirking, Hope told the boys to suit up and to wait for her. As they watched Hope and Hank leave, Steve looked at Scott.

"Is he always that rude to you?" Asked Steve with a frown. He didn't mind Hank's attitude, he could understand, but was it really necessary for the insults.

"Yeah. You get used to it." Said Scott. Shaking his head, Scott wondered if he was ready to get back on the field.

* * *

 **Two hours later**

 **HYDRA base in San Francisco**

* * *

"What do you mean that Steve Rogers is missing?" Demanded Mitchell Carson as he looked at the HYDRA operative who gave him this news. Shifting a bit, the man explained.

"We looked everywhere in his apartment and the surrounding area, sir, but we can't find him. He just disappeared. We couldn't even find the bodies of our operatives." Frowning a bit at that, Carson wondered how they failed to kill captain America.

Once the assassin team failed to report in, Carson sent another team to investigate. To his anger, they reported in that both Steve and the assassin team were missing. Considering that they would have reported in the moment they killed Captain America, Carson correctly assumed that they failed and that Captain America was in the process of trying to find the facility that produced the shrinking suits.

If he tried that, he would be in for a rough time.

They had three more soldiers that were trained to use their shrinking suits. If Captain America came here, he'll be in for a fight for his life.

As Carson was thinking of ways to deal with Captain America, alarms suddenly rang out in the facility.

"What the hell!" Yelled Carson as he got up. The alarms meant that someone had found them, but that wasn't possible. The base's location wasn't in most HYDRA records so how could…

He then got his answer when he turned on his computer and looked through the security cameras. To his dismay, he saw HYDRA security officers being just flown across rooms. If one didn't know any better, they would assume magic was involved. But Carson knew better.

Pausing at one instance of an officer being tossed around, he zoomed to the officer to find a small, microscopic being, punching the man.

"Antman." Said Carson, remembering the man that nearly ruined his deal with Cross. An obvious prodigy of that bastard Hank Pym, he was about to radio their shrink suit-equipped soldiers when he was suddenly thrown across the room, hitting a wall. He was about to get up when a spear came and impaled him to the wall. Yelling out in pain, Carson looked ahead to see, to his anger, captain America, some unknown, and, to his shock, another prodigy of Hank Pym. A female one at that.

"He's all yours, cap." Said the female with the shrink suit. "I'm going to help Scott with taking care of the shrink suits." Steve nodded as Hope shrunk down again and left the room.

With her gone, Steve looked down at Carson.

"I thought that you were arrested sometime ago, Carson." Said Steve as he knelt down to look at Carson in the eye. Carson just scoffed.

"You think that it would be that easy to get rid of me, Captain America." Spat Carson as he tried to remove the spear on his arm, but the spear was too lodged in the concrete wall. Giving up, he glared at Steve. "Even if you destroy this cell and kill me, HYDRA will endure. We endured the loss of the Red Skull and we endured the Avengers constant attacks on our facilities. Even if you kill all of its members, HYDRA will endure. Because its an idea. And you can't destroy an idea. Because someone will come and restart the ideals of HYDRA."

Steve just nodded, knowing that Carson was right in a way. Even if HYDRA was destroyed permanently, another organization will just take its place. Maybe it would be different in how it operates or what it believes in, but it'll be the same. An organization that would deny the freedoms of the people and rule under the power of fear.

Even if he destroyed that one as well, another will take its place. The cycle will just continue. Yet despite that, Steve knew that others will take his place in fighting tyranny. He knew because of Scott, Wanda, Sam, and Tony. All born in the twenty first century and they were all ready to fight organizations like HYDRA, showing him that there will always be people to fight tyranny.

"I know that, Caron." Said Steve as he looked at the man with disappointment. "But not matter what happens, I'll continue to fight HYDRA or any other organization that abuses the innocent and freedoms of the people." Carson just scoffed at that.

"Spare me the speech, Captain." Said Carson, ignoring the blood that was spilling onto his suit. "Your naïve view on the world is nothing but a child's dream. And for you to still believe it such things shows just how far gone you are from reality. Your little stunt with the Winter Soldier proved that."

Steve, having prepared for the rebuttal, just went to Carson's desk and began to look for anything worthwhile to give to the authorities when they tell them of this place. After leaving, of course.

As he did so, Proxima stared down at Carson, keeping an eye on him while Antman and the new hero named Wasp dealt with the shrinking soldiers and all the research into creating the shrinking formula.

* * *

 **Antman**

* * *

"Whoa!" Yelled Scott as he dodged a bullet from a shrunken down HYDRA soldier in a copy of the Antman suit. Hank wouldn't like that HYDRA made a ripoff of his suit. Then again, what part of this operation was Hank happy about.

Giving a grunt, Antman quickly switched back into normal size, made a step, and shrunk again. Now directly in on top of the HYDRA soldier, who was shocked that Scott was now on top of him. Scott punched the man in the head as he slammed himself onto the HYDRA soldier, knocking him out. Sighing in relief that he managed to dodge a bullet, Scott was about to shrink again when he saw Wasp, AKA Hope Van Dyne, constantly swapping between her shrunken form and her normal size in order to defeat her own shrunken soldier, both of them.

"Whoa." Said Scott as he looked as Wasp blast one with her gauntlet lasers, knocking him back, before re-growing back to human size and blasting the other one that had reverted back to human size in an effort to squash Wasp.

The fact that Hope was doing moves that took Scott some months to do wounded a bit of his pride. The fact that she also had lasers made Scott think that Hank has some favoritism for his daughter over him. Though he supposed that was a given, since Hope was his daughter.

Shaking his thoughts, Scott then reverted to human size and began to beat up and HYDRA goons that tried to either use shock batons on them, since guns were more or less useless against Antman and Wasp while they're small.

Headbutting one goon, Antman then shrank down as one tried to hit him with a baton. Confused, the guard didn't have time to look for Scott when he was suddenly received an uppercut to the chin, sending him flying back and hitting his head on the floor.

Going back to normal size, Antman was about to fight the remaining three when Wasp fired her lasers at them, knocking them all out.

Looking at Wasp as she stood down, Scott spoke.

"So, were those a recent invention of Hank?" Asked Scott, curious on when Hank made them.

"No, he had the technology while he was making your suit." Said Wasp as she looked at Scott. He couldn't see it, but Scott knew that Hope was smiling behind her helmet.

"Then why the heck didn't he install them on this suit?" Asked Scott, not believing that Hank didn't install lasers on his suit. That could have been so useful in his fight against Cross.

"Relax." Said Hope as she patted Scott's shoulder. "Hank might give you a treat after this is over. That is if he forgives you for messing this up." Groaning, Scott was about to say her was sorry when he spotted a man with a shotgun coming out of an open door.

"Get away!" Yelled Scott as he pushed Hope away and shrinking down just as the man fired at their general direction. To Scott's relief, none of the pullets hit him.

Getting to the ground, Scott then transformed back to normal size and charged at the man. Pumping his shotgun, the HYDRA soldier was about to fire again when Wasp kicked him in the head, sending him sprawling to the ground.

As the man was about to get up and fire, Scott slam a knee to the hand holding the shotgun. As the man yelled out in pain, Wasp blasted him in the head with her blasters, knocking him out. Once he was knocked out, Wasp looked at Scott.

"Thanks." Said Wasp. Scott nodded before the two went to another room filled with computers and hard drives. "We need to destroy everything here. Drives. Data. Everything. Everything needs to go."

"I reckon you got some explosives?" Asked Antman, looking at Wasp. Sadly, she shook her head. "Well, I guess we're doing it the old fashion way." Scott then went out of the room, grabbing the last goon's shotgun, and coming back with it. "You're fine with this?"

"If it's going to destroy the data, then fire at will." Said Wasp before pointing her lasers at the various computers in the room while Scott fired at the drives, destroying what data was in them.

After destroying everything in the room, the two got out of the room and looked at each other.

"We need to check if there aren't any backups or another room with data." Said Wasp. "I'll take the eastern part of the facility, you take the west."

"Got it." Said Scott before departing. Just before he did, Wasp yelled out, causing him to stop. "Yeah?"

" ***Sighs*** Be careful, Scott. Just because I'm crossed with you, doesn't mean I don't want you to be careful." Said Hope. Scott, a bit surprised at this, nonetheless nodded.

"Don't worry. Just make sure, you're fine. I already hate myself for dragging you into trouble with the government. I don't want to hear that you got hurt because of another of my mess-ups." Wasp sighed at that before leaving. Scott sighed too before leaving as well.

* * *

 **Proxima and Steve**

* * *

"This is too easy." Said Proxima as she looked at Steve, who had just finished getting whatever files he needed from Carson's computer.

"I know." Said Steve as he grabbed the hard drive. He then looked at Carson. "Where are the suits, Carson?"

" ***Scoffs*** As if I'll tell you anything." Spat Carson, glaring at Steve. Impassive to his glare, Steve motioned Proxima to follow him, which she did after she removed her spear from Carson's shoulder. Ignoring his yell of pain, she slammed the butt of her spear to his head, knocking him out. Sneering at the man in disgust, she followed Steve as he made his way out of Carson's room.

"You knocked him out?" Asked Steve, hearing the abrupt end of Carson's yell.

"Of course." Said Proxima. "Your government still needs him for interrogation, after all." Nodding, Steve was about to give out orders when he saw several HYDRA soldiers coming after them, armed with body armor and assault rifle.

"Get down!" Yelled Steve as he forced Proxima to the ground and protected them from gunfire with his borrowed shield. Surprised, Proxima turned around to see a handful of soldiers firing at Steve's shield.

Giving a grunt, she aimed her spear to the gunmen and fired. Though she loathed range combat, she knew that it had its uses.

Disintegrating a few soldiers to dust, Proxima leapt into the rest while they were reloading their guns. Without question she quickly dispatched them all with slashes and stabs from her spear's blades.

One, having been forced to the ground when Proxima pounced, aimed his rifle at her unprotected flank and was about to fire when Steve tossed his shield at the man's head, knocking him out and giving him an intense migraine later when he woke up.

Stabbing the last HYDRA soldier in the head with her spear, Proxima spat out her disgust with how easy it was to dispatch them.

"If these are the finest HYDRA is capable of fielding, then its little wonder how they failed so often." Said Proxima as she pulled out her spear and kicked the body away.

"They're deadlier than you think." Said Steve. "And its not their individual soldier that dangerous. Its their ideals and willingness to do whatever is necessary to achieve their goals." Proxima gave a snort before looking at Steve.

"We should regroup with the others. They should be done now." Said Proxima before walking away, eager to get away from such easy sport. Steve just followed, far too used to her attitude to be bothered with it.

* * *

 **Few hours later**

 **Hank**

* * *

"Well, I must say, they did a pretty good job in replicating my formula." Said Hank as he looked at the logs that Steve managed to steal. The files he stole detailed how HYDRA managed to take a sample of Cross's formula and their attempts to replicate it. "Even with the limited amount of the serum they acquired, they managed to replicate it so well."

"Can it be replicated again?" Asked Steve, completely serious.

"Well yes." Said Hank. "Even if we destroy all the data surrounding my formula, the researchers behind its development will be able to replicate the formula if given enough time and resources." Hank then sighed. "It would be so much easier if we could kill them all, but I'm not that much of a monster." Steve just nodded at that, knowing that, despite his faults, Hank was a good man that cared about the fate of the world and his loved ones.

"As much as it pains me, thank you for helping me with fixing Scott's mess-up." Said Hank. Steve just shook his head at that before speaking.

"If you need more help, I'm willing to help whatever problems you have." Said Steve. Hank just looked at Steve.

"To make me forgive you?" Asked Hank. Steve just shook his head.

"Partly, but also because it's the duty of captain America. To fight the people that'll, use their powers to oppress the freedoms and rights of the common person. And because… I want to make the world a better place. Not a perfect world, but a world where people don't have to worry about a dictator trying to oppress them. Even if it comes at the cost of my own future." Scoffing at that, Hank looked away from Steve.

"You're as much as a boy scout as Howard claimed you are. So selfless. So kind-hearted." Said Hank. "Its sickening. But also, admirable." Sighing, he got up and looked at the massive cubicle in the middle of his lab. "You're the kind of person that my wife would get along with." Steve looked down at the floor upon hearing that.

"I heard what happened to your wife from Scott. I can guess what your trying to do. You're trying to get her back. From this Quantum realm." Said Steve. Hank sighed at that. Much as he wanted to be annoyed at Scott for telling Steve, he couldn't. He was going to find out sooner or later. "If it helps, I'm willing to do whatever you need to save her."

" ***Sighs*** If you want to help, leave." Said Hank. "And take Scott with you. Don't want him to ruin his chances of being with his daughter by staying her any longer." Steve just nodded, knowing that he was pushing his luck, before taking off. Once he was gone, Hank went to work on finding a way to get to the Quantum realm and getting out with his wife.

* * *

 **Few hours later**

 **Night**

 **Scott's home**

* * *

"Here you go. Get out." Said Hope as everyone got out of her car. After they got Proxima out of the truck, Scott looked at Hope.

"Thanks for the help in taking out HYDRA." Said Scott. "We really needed you and Hank." Looking at Scott, she spoke.

"Especially since I took out more goons than you did." Said Hope before smirking. "You're getting slow, Scott. Gaining weight?" Laughing a bit at that, Scott smiled a bit at Hope.

"Well, it happens when you're forced to stay at home and unable to go to a gym." Said Scott. He then coughed. "Hey, if you ever need help in…whatever you're doing at that lab of yours, all you need to ask and I'll come running." Touched a bit, Hope looked at Scott.

"Even at the risk of not being able to see your daughter grow up?" Asked Hope. Scott smirked.

"Well I hope that doesn't come to that, but I'll do it." Said Scott. "She hates it when I don't do the right thing." Smirking at that, Hope said that she'll keep it in mind before taking off. Sighing in content, Scott went to his home and opened the door.

"So, you need a place to sleep for the night, cap?" Asked Scott as they made their way to Scott's room, where Proxima's robot presided in.

"No, we'll be fine." Said Steve as Proxima removed Scott's ankle collar from the robot and reattached it to Scott's leg. "Her ship has enough room for the both of us."

"You could work on losing weight." Commented Proxima as she finished reattaching Scott's collar and got up to stand next to Steve.

"I can't go the gym." Complained Scott.

"Then cut eating so much." Said Proxima bluntly before leaving for her ship.

"Is she always like this?" Asked Scott, looking at Steve, who shook his head.

"You get used to it." Said Steve before extending out his hand. "Best of luck to you, Scott. I hope that you'll be free soon and be able to live with your daughter." Smiling at that, Scott took the hand and shook it firmly.

"Same here, cap. Same here." Said Scott. "And once I'm free, just come and ask me for help whenever you need it. Just don't let me get caught." Steve nodded in agreement before leaving.

* * *

 **Few minutes later**

 **Proxima's ship**

* * *

"Any ideas in what to do next, Steve?" Asked Proxima as she leaned on a wall on her ship.

"For now, let's just sit back and watch HYDRA fall apart." Said Steve as he sat on the floor, looking at Proxima. "With what we did, the government will probably think that its me that did it. So, we need to lay low until they stop searching for me." Scoffing at that, but agreeing with Steve, Proxima began to leave.

"I'll escort you to a room here." Said Proxima, looking over her shoulder to look at Steve. Getting up, Steve followed Proxima to where he was sleeping in while he was on her ship. As they walked, they both heard some beeping coming from Proxima's gauntlet. Knowing who it was, Proxima growled before looking at Steve.

"I need to take this. Its important, Steve." Said Proxima, holding her gauntlet with her other arm. "I'll escort you to your room later. Just please stay here." With that, she quickly left.

Frowning, Steve quietly followed her as she made her way to the comm center.

* * *

 **Few minutes later**

 **Comm center**

* * *

Upon arriving at the communication center of her ship, Proxima quickly contacted who was calling her. Just as she predicted, Ebony Maw was contacting her.

"Proxima, Thanos is requesting a status report on your progress." Said Ebony Maw, his hands behind his back. Proxima just looked impassive as she gave her report.

"The Mind Stone is on the Avenger called Vision. Apparently, its his power source." Said Proxima. "I…may need help in taking it out of him. As for the Time stone…I have no idea who has it. Wherever it is, its hidden well. I'll give you a report once I find it."

"Hmm…acceptable. What about these Avengers? Are they still divided?" Asked Ebony.

"Of course, they are. It appears they're all too stubborn to reconcile with each other." Said Proxima.

"A pity." Said Ebony. "Easier picking for us then, I suppose."

"What does Thanos require of me?" Asked Proxima, looking at Ebony, eager to end this call now.

"Nothing at the moment, but it seems that our father is nearing the end of his patients. He's gathering his forces and is preparing an assault on the Dwarves of Nidavellir." Said Ebony. "If you wish, you can help coordinate the forces being sent there, although Corvus Glaive is in charge of that operation."

"Then he doesn't need the help." Said Proxima. "He is more than capable of handling mere dwarves." Upon hearing that Ebony smirked.

"Is that favoritism coming from you Proxima? Still missing his personal spear?" Asked Ebony. Upon hearing that, Proxima glared and slammed her spear at the terminal that she was using to contact Ebony, destroying it and ending the call. Retracting her spear, Proxima spat out.

"The moment I reveal my true allegiance Ebony, I'll make sure you suffer a great deal." Said Proxima through gritted teeth. After taking a deep breath, Proxima left the communication center, eager to find Steve and get some rest.

As she walked out of the communication center, she felt something was off. Without warning, she thrusted out her spear above her. Just as she did so, she saw who it was above her and her heart stopped. Stopping her spear just in time, Proxima glared at Steve as he hanged above the door that lead to the communication center of her ship, using the walls to hold himself in place.

"What are you doing here? I told you to stay put." Said Proxima as Steve went down to the floor, landing on his feet. She was about to glare when she saw the look that Steve was giving her.

Within the passive stare that she was used to seeing him with, there were the feelings of hurt, anger, and betrayal. Cursing herself, she realized that he overheard her entire conversation with Ebony.

"You heard everything, didn't you?" Asked Proxima, not bothering to hide anything anymore. Exhaling, Steve glared at Proxima with disappointment and anger.

"Yeah. So, tell me, was everything you did just to gain my trust? So that, when the stones are in your grasp, you'll take them and give them to." Asked Steve, unsure if he can trust her anymore. Sneering at that, she glared at Steve.

"Why would I willingly help you get rid of an organization that is fighting against you and your government? Why would I tell you the plan of Thanos and help you unite your Avengers if I intend to betray you later?" Asked Proxima, angry that Steve accused her of doing such a thing after what they've been through.

"That's what I intend to find out." Said Steve. "And if you want my continued cooperation, you're going to tell me everything. No more tricks or half stories. The whole truth. Otherwise, I can't do this anymore."

Proxima opened her mouth to speak, only to stop herself. Seeing that Steve just wanted the truth, she sighed and motioned for him to follow her to the communication center. Reluctantly, Steve agreed and the two went inside the room. Once inside, Proxima sat down and looked at Steve, who also sat down.

"I'll explain everything to you. How I meet Thanos and why I want to betray him." Said Proxima. "After that, you can decide if you wish to continue being at my side or not." Seeing him patiently waiting for her to start, Proxima began telling her service to Thanos and why she ultimately decided to betray him.


	6. Chapter 6

**Chapter 6**

* * *

 **Thirty-five years ago**

 **Proxima Midnight's homeworld**

* * *

In the war-torn world of some planet in some system that no one actually cared about, a group of Chitauri were ransacking a house for any survivors. They had already killed the father and mother of this house and they were currently sweeping the house for any survivors. This entire household was chosen, along with half of the world's population to be killed by order of Thanos in order to prevent the world of being destroyed due to overpopulation. To many it would seem genocidal, but to Thanos, it was salvation.

One Chitauri was busy ransacking a bedroom when it heard a loud clank. Snapping in attention upon hearing the noise, it growled and readied its blaster. Slowly going to where it heard the noise, it saw that the noise came from a closet. Opening the door, it looked inside, seeing that it was a closet full of clothing.

Growling, it was about to close the door when it was suddenly impaled from behind. Screaking in pain, the Chitauri looked behind it to see a little girl with blue hair and black horns on its back, impaling it with a stick with a knife tapped around one end. Screeching in rage, it slammed it's back on a wall.

The girl grunted in pain as the Chitauri slammed her into the wall again, trying to dislodge her, but she endured. Pushing her makeshift weapon deeper, the girl could hear the Chitauri screeching in pain now as tried to dislodge her by slamming her into the wall time and time again. Eventually, the girl brought out a small knife and slashed the Chitauri's throat open. As the Chitauri gurgled on its own blood, the girl began to stab it all over its face, killing it as it fell to the ground.

She kept stabbing it over and over again until her arm tired out. Dropping the knife, the girl looked at the Chitauri, blood all over it.

With the adrenaline now out of her body, the girl felt her body about to give away to exhaustion, but she refused to do so. There were still more of those things in her home and she'll be damned if she'll be captured by another of these monsters. She was about to force herself up when a shadow eclipsed her.

"Well, well, well." Said a giant purple man with a chin that had multiple sunken lines on it. His golden armor shining in the room. Observing the girl glaring at him, the man nodded his head. "Impressive kill, little one. Not many your age can kill one of my Chitauri." He then knelt down so he could get a better look on her. Seeing that she had no fear or regret in her eyes, the man made his decision. "My name is Thanos. What's yours, little one?"

Instead of answering, the girl growled and glared, causing the man to chuckle.

"We'll get along great, little one." Said Thanos before grabbing the girl.

* * *

 **Present**

* * *

"And that's how I met Thanos and killed my first being." Said Proxima as she held her spear, letting it stay loosely on her lap.

"He killed your parents personally?" Asked Steve as he looked at Proxima, a neutral expression on his face. Deep down, though, both he and Proxima knew that he was concerned for her and his hatred for Thanos was growing.

"I don't know." Said Proxima, truthfully. "I don't believe he did though, my parents weren't that special to our planet. We were just a normal family in our world and he only personally kills those that have offended him in some way or simply fought him. It's possible my father fought him, but I never bothered to learn about it at the time. And now I'll never know, my parents were killed along with all the others that have been massacred by Thanos's forces." Steve nodded at that before asking Proxima more questions.

"So, he took you in and trained you." Said Steve, causing Proxima to nod.

"Yes. He took me in as his own adopted daughter, along with a few others, taken from worlds that he 'saved'. I was the 3rd oldest. My siblings names are Ebony Maw, Super Giant, Corvus Glaive, Cull Obsidian, Gamora, and Nebula from oldest to youngest. He trained us in the most brutal ways possible, giving us implants and cybernetics whenever our natural forms failed us." Counting the number of siblings, Steve frowned.

"Wait you said previously that you had five siblings, you gave me six names." Said Steve. Proxima then clenched her fists.

"I will never consider Super Giant to be my sister." Snarled Proxima, startling Steve. "Not after what she did." Blinking in surprise, Steve waited a few moments for Proxima to calm down before allowing her to speak.

"Anyway, must as its shames me to admit, I first believed in Thanos's goal." Said Proxima with regret in her tone. To her own surprise, when she looked at Steve, he still had that passive look on his face, not judging her on her past beliefs. Knowing that she had to continue, she spoke again. "I killed in his name, caused countless families to be fractured, and led his armies to murder children and elderly. All because I believed in him and his twisted views." As she said those words, she was clutching her free hand hard, to the point that she nearly drew blood. Fortunately, Steve stopped her before she could.

"If you believed in Thanos's cause so much, why are you rebelling against him now?" Asked Steve, seeing Proxima's anger, not just at Thanos, but also at herself.

"Well it started with Gamora, my little sister." Said Proxima before explaining.

* * *

 **Years ago**

 **Zen-Whoberi**

* * *

On a ravaged city of the Zehoberei, the native sentient species on Zen-Whoberi, Proxima was giving orders to a group of Chitauri.

"Check every corner in this city." Ordered Proxima, now a woman in her, seemingly, twenties. "If even one native is unaccounted for in the final purge, Thanos will have all our heads." The Chitauri growled and bowed before leaving for their task. Once they were gone, Proxima lifted her left wrist and spoke to a communicator on it.

"I've ordered my remaining forces to check for any Zehoberei that are still hiding, Ebony, hold off until they finished their sweep." Said Proxima before cutting her call with her brother. With that done, she looked over to see Chitauri dragging people to one group out of two. One that will be sacrificed for the good of the species and the other that will ensure that their sacrifice will not be in vain. The group that would be spared was full, filled up to the maximus as Thanos requested, so now they were dragging any people they find to the sacrifice group, which was an ongoing process. To her anger, she saw many Zehoberei trying to fight them or begging them to spare them or their children.

Did they not see the importance of Thanos's mission? If they didn't do this, then their entire species will die fighting each other as the last of their planet's resources dwindles. She was about to go and handle a particular stubborn family when she heard a little girl yelling. If she had been calm, Proxima may have ignored it and went on her way, but in her anger, she decided to turn her head and, unknowingly sealed her fate.

To her left, she saw two Chitauri dragging both an old woman and a young girl towards the sacrificial group. The old woman was begging, in her own language, to spare them, but the Chitauri ignored her. Then, to Proxima's amusement, the little girl bit the hand of the Chitauri that was holding her. She must have put significant pressure into her bit because the Chitauri shrieked out in pain, dropping the girl as it did so.

Blinking, Proxima looked on as the Chitauri turned toward the girl, hatred in its eyes. It then tried to grab her, but the little girl slipped under it and went to the Chitauri escorting her mother to the sacrificial group. Seeing this, the Chitauri pursued her.

Proxima, intrigued, went after the girl. She didn't know why, but the little girl had her attention. Perhaps it was because she reminded a bit of herself.

Pushing her way past some Chitauri and locals, she eventually found the little girl in a small crowd. The Chitauri had been following her was now looking around, oblivious to where she was. Rolling her eyes at the Chitauri's stupidity, Proxima made her way to the little girl just as the crowd dispersed. When she found the girl, she was paused. She was stunned at who found her.

Standing before the girl, in her white hooded robes, was Super Giant, looking at the girl with amusement and sadistic pleasure.

Clenching her fists, Proxima glared at the blue-skinned humanoid as she was looking at the child, thinking on what to do with her.

Like the rest of the Black Order, Proxima hated Super Giant. The woman was vile in very sense of the word. Due to her powers as an Omni-path, something that she was proficient at, she believed herself superior to everyone else, even Ebony, who she deemed inferior, despite his skills in telekinesis. Her arrogance made her obnoxious to deal with on a daily basis. She constantly flaunted around her beauty in their faces, especially to Proxima, as well as bragging to them that she was better than them all combined because of her powers. If it wasn't for her powers and her usefulness to their father's mission, they would have killed her long ago. Proxima hated Super Giant for other reasons, however.

Unlike the others, who only hated Super Giant because of how she arrogantly announced herself to be the most powerful of the Black Order, she hated Super Giant because she took it upon herself to make Proxima look weak and useless to their father. Despite her powerful abilities, Super Giant was often looked over by Thanos for Proxima, finding her discipline and skills in hand to hand to be more useful in certain situations over Super Giant's tendency to drag out assignments. There was also the fact that Proxima had broken Super Giant's nose when they first met after the girl had insulted her horns. As a result, Super Giant made it her life career to hinder Proxima's ability to earn the approval of their father by sabotaging her efforts in whatever joint operations they had together. She also tried to take credit for all of Proxima's hard work, something that angered Proxima and almost caused a clash between the two females if it wasn't for Corvus and Ebony stopping them.

But the final straw came when Super Giant had implied to Proxima that the only reason that she was selected by Thanos was because her race was so weak that Thanos took pity on Proxima, training her to be a much better killer than even the most skilled warriors on her home planet. That destroyed any chance of them reconciling as Proxima, after growing old enough to learn such things, learned that her race had been one of the more difficult races for Thanos to save. Their ferocity in battle was something that caused the titan to respect the race enough that he took Proxima as a daughter, seeing the potential in having such a powerful warrior in his ranks.

Despite her role in her father's mission, Proxima felt a bit of pride for her race for holding out so long against the titan and it caused Proxima to nearly throw her spear at Super Giant in rage. And honestly, she would have if their father wasn't there, judging them both for a mission that they nearly failed to complete. After that, the two were on hostile terms with each other.

And here she was, trying to take something that Proxima herself was interested in. Undeterred, Proxima walked up to Super Giant as she spoke.

"Well, this is interesting." Said Super Giant. "I saw your little scuffle with my Chitauri, little one. Tell me, what do you hope to gain by resisting?" She then flexed her fingers. "If it were any other time, I would be entering your mind and break it with your worst nightmares. But I'm feeling generous today. Follow me and I'll lead you to your mother." Super Giant then motioned for the girl to follow her. At first, the girl looked tempted to follow Super Giant, but something stopped her and she shook her head.

"Your lying. You're not going to lead me to my mother." Said the girl as she backed away. "Stay away from me, witch." Upon hearing that, Super Giant sneered and prepared to use her mind powers on the girl when Proxima stepped up and placed the child before her.

"You are not to harm this child." Said Proxima, glaring at Super Giant as she recovered form the sudden intrusion. Upon seeing Proxima Midnight, Super Giant glared at her. The two starred at each other, exchanging glares of hate, while the little girl stayed close to Proxima, hugging her thigh tightly.

"Are you going soft, Proxima?" Demanded Super Giant as she lifted her head haughtily, floating above Proxima to demonstrate her powers. "Should I put you down so that father doesn't have to embarrass himself by doing it himself?" Snarling, Proxima continued to glare at Super Giant.

"We already won, Super Giant. There is no need to further harm these people. If we harm this one, we may break the balance that our father wants to implement for this world." Said Proxima. Super Giant scoffed at that.

"Poor excuse for your softness, Proxima." Said Super Giant as her eyes glowed, indicating her usage of her powers. Just before she could use them, however, a booming voice stopped her.

"Enough." Said the only voice that could make Super Giant stopped and shake in fear. Turning around, both Proxima and Super Giant saw Thanos coming up to them, a impassive look on his face.

"Father." Said Super Giant as she floated back to the ground. "I was merely teaching Proxima a lesson. She tried to take away this child away from the sacrificial group. For what reason, I have no idea. Should we not punish her for doing such a thing?" Thanos, however, wasn't listening. Instead, he looked at the little girl holding Proxima's thigh. Starring at her, Thanos knelt down and looked at the child's beautiful brown eyes.

"I see." Said Thanos, seeing something in the child that sparked his interest. "You're both dismissed. I'll take it from here."

Surprised to hear this, Super Giant was about to protest, but Thanos raised his hand, indicating that his orders be followed. Scowling, Super Giant nodded and gave Proxima one last glare before taking off. Scoffing at Super Giant, Proxima, nevertheless followed those orders and left Thanos to deal with the little girl. Walking away, she went up to Corvus Glaive, who had just returned with a group of Zehoberei he found.

Out of all her relationships with her siblings, her relations with Corvus was the most normal as they both respected each other's skills with a blade and found they can connect because of their lack of super powers that Ebony and Super Giant had. She would have the same relationship with Cull Obsidian, but the largest member of the Black Order was too dimwitted to ever have a conversation with. The best she could get out of him was a simple yes or no and even that was difficult to accomplish.

Nodding at Proxima, Corvus pushed the Zehoberei to the sacrifice group. With that last group, Ebony began to make a grand speech of the greater good and how they have been given a great honor by Thanos. Having heard it a hundred times, Proxima tuned out of Ebony's speech and looked around, eventually finding her father teaching the little girl she found how to balance a small knife. Frowning, Proxima wondered what Thanos had in store for the child.

"It seems that we have a new member to our group, sister." Said Corvus, eyeing what Proxima was looking at.

"Perhaps." Said Proxima as she looked as the girl balanced the knife perfectly.

* * *

 **Later**

 **Thanos's flagship**

* * *

"Father. You wished to see me?" Asked Proxima as she knelt before her father in his throne. To her surprise, she saw the Zehoberei girl from before with him. Hiding her surprise, Proxima said nothing as Thanos commanded her to rise.

"Yes, my daughter. I wish for you to be the first one to see your new sister." Said Thanos as he looked at the Zehoberei girl. "This little one had lost her mother, taken from her unjustly by our own forces. To rectify this, we must redeem ourselves in her eyes. Therefore, since you had protected her from Super Giant, I'm placing you in charge of her." Widening her eyes in shock, Proxima opened her mouth to speak, but Thanos spoke again. "You will teach her everything you know of fighting. How to hunt and how to kill. And you will educate her in other areas, like her species' culture and the state of the galaxy. Do you understand?" Frowning, Proxima bowed her head.

"If that is your will, father." Said Proxima. Nodding his head, Thanos looked at the Zehoberei girl.

"Go to her little one. If she harms you, tell me. I will rectify it as soon as possible." Said Thanos, causing Proxima to wince a bit, knowing how Thanos will rectify her behavior around the Zehoberei child. The girl nodded before going over to Proxima, who looked at the girl with an impassive face. "Take her to your quarters, Proxima. Her living quarters are still being made, so until they're complete, she will be living in your quarters." Proxima nodded at that before walking away, the little Zehoberei girl following.

Once they were out of earshot of Thanos, Proxima looked at the Zehoberei child.

"Let us introduce ourselves." Said Proxima. "I am Proxima Midnight. What's your name little one?" The Zehoberei child, after a moment of hesitation, spoke.

"Gamora." Said the child.

* * *

 **Present**

* * *

"And thus, I was entrusted to take care of my little sister." Finished Proxima as she recalled Gamora and how she first met her.

"And her mother is dead?" Asked Steve. Proxima nodded.

"We didn't make any other exceptions that day." Said Proxima as she recalled just how coldly they cut down so many people. The screams, like so many, haunted her. "I'm not asking for forgiveness, Steve. I know that I'm not worthy of such a thing. The best I can do is atone and hope that people will not follow my path." Steve frowned at that.

Looking at Proxima, he saw the sadness in her eyes, how she dropped down her head as she recalled the countless people she had slain and helped kill during her long life. It was like watching a murderer suddenly developing a sense of regret after killing so many people and is being crushed by the sense of regret and self-loathing they now have.

As much as his naïve self wanted to forgive her, he knew that she can never be forgiven, nor did she want to be.

He didn't know how many people she helped kill, but he did know that it was enough to make even Fury take a step back. She could never be forgiven for the countless deaths that she caused and helped, but Steve knew that she was trying to make amends for it and that was fine with him.

"Proxima, what you did is unforgivable." Said Steve, causing Proxima to look at him. "If we had meet before, I would have killed you without hesitation." Proxima nodded, alright with that. "But I can see that you're hurting, that you want to make up for what you've done and that's why I'm giving you a chance. Because, if I just condemn you to death while acknowledging that you want to atone for your mistakes, then I'm no better than Thanos." Looking at Steve fully, Steve could see respect and a bit of gratefulness in Proxima's eyes before she swiftly casted it away.

"Thank you." Said Proxima as she looked away. "For those kind words. But we're getting of topic. After taking her under my wing, I trained Gamora everything I know. I trained her how to handle various blades. I taught her how to use an opponent's strengths against them and I taught her all the necessary things she needed to know if she wanted to be a productive member of society. She took it all in and, during those sessions, we became close." Proxima then pressed a button on her gauntlet. Soon a robot came and had a small box in its hands. Taking it, Proxima brought out a metal stick. Pressing a button on the stick, Proxima watched as the stick produced a holographic image on its left side.

"During her 2nd year as a daughter of Thanos, she made me this." Said Proxima before showing the hologram to Steve. In it, Steve could see a crude depiction of Proxima fending off what he could only assume to be Super Giant, with the way it had sharp fangs and massively mis-portioned body parts. Behind the depiction of Proxima was a little green girl, which was obviously Gamora.

"Super Giant would have killed Gamora for this if she ever found out." Said Proxima with a small smirk. "Fortunately, she never did. And it's not like she could have ever done anything to her because, for some reason, Thanos made Gamora his favorite daughter. I don't know why, but something about Gamora sparked something in him, something that he never showed to the rest of us." Proxima then put away the stick before speaking again. "Anyway, once it became prevalent that Gamora was Thanos's favorite, Super Giant began to despise her. She saw her as weak and inferior to her. If it wasn't for the fact that Gamora was the favorite of our father, she would have killed her long ago. So, she took her anger on me because, in her eyes, if it wasn't for me, Gamora wouldn't be around. At first, they weren't anything I couldn't handle. She just amplified her attempts to make me look bad in front of our father. In vain." Proxima then began to chuckle in amusement, causing Steve to frown, disapproving her amusement.

"So, you two still hate each other?" Asked Steve.

"Yes. Even after she's dead, I still hate her." Said Proxima before frowning. "But as much as it displeases me, I wouldn't be here, helping you, without her help." That caused Steve to blink in surprise.

"What happened?" Asked Steve. Proxima sighed before explaining.

* * *

 **Past**

 **Sanctuary II**

* * *

"He was mine!" Yelled Super Giant as she slammed a fighter towards a wall, crushing two Chitauri into paste.

"Calm yourself, Super Giant." Said Ebony as he floated away, eager to get away from Super Giant. "The mission was still a success and that is all that matters. Father cares little if your pride is broken." Corvus and Proxima stayed silent as Cull Obsidian carried their trophy to father.

It had been a standard assignment. Thanos has called his entire Black Order to hunt down a warlord that had begun attacking worlds that Thanos saved. He wasn't anything too special, just a small fleet and some relatively strong warriors, not enough to warrant the entire Black Order, but Thanos wanted to spread a message to those that dare attack the worlds he saved. And what better message to send than sending all of his children, regarded as his deadliest of enforcers, to attack this one being that earned his ire.

Nothing went wrong with the mission. They killed the warlord and Cull was now delivering his corpse to their father. Their massacre of the warlord's forces were broadcasted as a warning to those that dare attack worlds that Thanos saved.

The issue for Super Giant, however, was that Proxima had killed the warlord and not herself. Just as she was about to breech the warlord's quarters, Proxima came in from a ventilation system and beheaded the man while he was busy shaking in his boots in fear and Super Giant has seen Gamora do it. If it was any other warlord, Super Giant would have been fine, but this warlord had actually managed to wound her, scratching her face with a throwing knife during the initial confrontation, causing Super Giant to want to kill the man with her own hands. To make matters worse was that, if Super Giant hadn't taken her time with the warlord's men, she may have killed him herself.

As a result, Super Giant was, basically, being a brat.

"Bold words, Ebony." Said Super Giant as she glared at Ebony, who already was leaving. "If you had been the one that stole that kill from me, I would have killed you for that remark." Ebony Maw, who honestly didn't care what Super Giant thought, just waved his hand before fully departing via an elevator. Once he was gone, Super Giant looked at Proxima, glaring at her with hate.

"Do not blame me for your inability to stay focused on the objective." Said Proxima, also glaring. "If you hadn't been so focused on torturing your enemies, you would have the honor of killing the prize."

"Honor this. Honor that! Do you say anything other than honor!?" Demanded Super Giant as she floated over to Proxima. Corvus, seeing the tension in the air, wisely stepped away from all this. "You speak of honor, yet you massacre countless families in our father's name. An honorable warrior of your species would not do such things!" Upon hearing that, Proxima brought out her spear.

"Do not dare bring up my species!" Yelled Proxima as she pointed her spear towards Super Giant. "You do not know anything about my people!" Super Giant just scoffed.

"Your limited knowledge of your people just shows how stupid you are, Proxima." Snarled Super Giant. "I know all about your people's culture. And I must say, your parents would be disappointed in you. They might have disowned and even try to kill you. That just shows how fallen from grace you have become." Upon hearing that, Proxima yelled out and fired a blast from her spear. Super Giant just dodged it and then attempted to use her powers, but Proxima was already on her, tackling her to the ground and attempted to ram her spear on Super Giant's throat. Before she could, however, Corvus managed to grab her and pulled her off Super Giant.

"Proxima, stand down!" Yelled Corvus as he restrained Proxima as she attempted to force herself from Corvus's grip. "If you kill Super Giant, our father will kill you for killing one of his best enforcers. And If you die, Gamora will be heart broken." Upon hearing Gamora, Proxima stopped and looked at Corvus, who nodded, knowing how much Proxima cared for Gamora and vice versa.

Super Giant, meanwhile, was about to prepare an attack when Ebony spoke up, having returned to pick up something from their ship.

"I do what Corvus is suggesting, Proxima. Thanos will not be pleased to hear of Super Giant's death at your hands." Said Ebony. Proxima, looking at Ebony, growled before shrugging off Corvus, who let go. With no one to stop her, Proxima went over to the elevator so she can walk to her quarters. As she passed Super Giant, however, she punched the woman in the face, breaking her nose.

"You little…!" Yelled Super Giant as she prepared her powers again, only for Ebony to stop her by placing a sword near her throat.

"Enough fighting, Super Giant. Don't embarrass yourself any further." Said Ebony as Proxima left. Once the source of her anger was gone, Super Giant yelled out and pushed the sword out of her way, taking off for her own quarters, which was thankfully several levels away from Proximas'.

"Those two are constantly on each other's throats." Said Corvus once Super Giant was gone.

"Indeed. And it only has gotten worse now that Proxima is taking care of Gamora." Said Ebony as he thought of the consequences of this recent clash between the two females.

"You think that Super Giant will." Said Corvus.

"Normally I think people aren't that stupid but, given how many times people have offended or refuse to see our father's good intentions, I believe its possible Super Giant may attack Gamora, regardless of the consequences." Said Ebony Maw.

"Should I inform father to keep an eye on Super Giant?" Asked Corvus Glaive. Ebony nodded.

"Best to be cautious." Said Ebony before taking off for the ship.

* * *

 **Proxima**

* * *

"That Super Giant." Said Proxima as she stomped to her quarters, where she can cool off. "What does she know of my people? She has no knowledge of our culture. Our ways." Yet, even as she said those things, Proxima couldn't help but wonder if Super Giant was right. That a tiny part of her was wondering if Super Giant was right and that she had no true knowledge on her species culture.

What she knew about them was given to her by tutors that were loyal to Thanos. She never went to her home world even since Thanos took her, seeing no point in doing so. And she never read anything about the status of her planet since that day, only believing what Thanos told her about her planet. That it was thriving, and the people no longer had to deal with hardship due to strained resources.

As she dwelled on Super Giant's words, the more that she had this nagging feeling that she didn't have the full story. Before she could even think on what to make of these thoughts, she suddenly received a hug to the thigh from Gamora.

"Your back." Said Gamora with a smile as she looked at Proxima. Seeing her face, Proxima stroked her hair as Gamora let go.

"Yes, the mission had been easier than expected." Said Proxima with a small smile, all past worries now gone upon seeing her little sister. "Let's go to your quarters. You must have much to talk about." With that the two sisters went to Gamora's room, which was placed next to Proximas' on order of Thanos, feeling that it wouldn't hurt to have the two-living close to each other. And it was something that both were satisfied with.

As, during their time together, Proxima and Gamora grew close. At first, Proxima treated her like her other siblings when they were growing up. A child that needed to be trained to be strong in order to help their father realize his dream.

But as time went on, Proxima eventually formed a bond with Gamora. She didn't know why, but the little girl grew on her. She wanted to protect her. To bond with her.

As for Gamora, the fact that Proxima protected her from Super Giant the first time they met, made her look up to Proxima as a sort of guardian or angel, making her want to be close to her as a result.

And as time went on, Proxima began to spend more time with Gamora, not to just train her, but to actually just spend time with her little sister, causing her to have a better relationship with Gamora than any other of her siblings.

It was something that was scorned by Ebony, but Proxima didn't care. He could yell at her all day and night for a whole week about the consequences of forming attachments with others and she still wouldn't care.

Taking Gamora to her room, Proxima sat on her bed while Gamora sat beside her.

"What have you've been doing while I was away little one?" Asked Proxima as she stroked Gamora's reddish-black hair.

"I've been practicing my swordsmanship." Said Gamora. "I can't wait to grow old enough to help you in your mission."

"I'm sure you'll be a fine warrior. One that may surpass me in skill." Said Proxima, hiding a bit of pride at Gamora. "But for now, be patient. Your time will come." Proxima then got up and went to a desk, containing some history books. "Let's focus on your studies, particularly history. Thanos wants warriors for children, not mindless drones. He has enough of those. We need to understand why Thanos does what he does because without a worthy cause to fight for, we're no better than the fools we fight for." Gamora nodded as Proxima sat back down on the bed and looked over the book she took from the desk. As she was flipping through the pages, looking for a species that they haven't gone over, Gamora suddenly stopped her.

"Isn't that your species?" Asked Gamora, pointing a page that contained a picture of a woman that looked like Proxima, with the horns and grey skin. Looking at the picture, Proxima blinked as she placed a hand on the picture.

"Yes." Said Proxima after a while. "Yes, it is." She then looked at Gamora. "We haven't inspected this species before. Do you wish to do so?"

"Yes." Said Gamora with a smile. "I want to know more about you." Proxima nodded at that.

"Very well." Said Proxima before beginning their lesson on her species.

To begin on such an extensive topic, Proxima went something basic, like her species' name and basic cultural aspects. Not to Proxima's surprise, Gamora excelled much in learning about her people, even more so than usually. Likely because she was interested greatly in learning about her older sister's native species.

"Your people place much emphasis on justice." Said Gamora as she read about their laws and customs.

"Yes." Said Proxima as she read about her species. "We do." The more she read into it, however, the more she frowned, feeling something was off.

She had always been told by her father that her people were a warlike species that placed great emphasis on strength and fighting for a worthy cause. Yet here, it was the opposite. They placed more emphasis on fighting for a just cause and fighting those that try to prey on the weak.

It was nothing like what was told to her from Thanos, nor from his history books. As she contemplated on what this was about, Gamora nudged her to continue.

"Sorry, little one." Said Proxima, looking at her little sister. "I was distracted by something. Its nothing important. Let's continue."

After two more hours, Proxima gave Gamora her assignments for the week and left. Upon leaving her room, however, Proxima pondered on what she just read.

Everything about her species' was a complete contradiction to what she believed as a child. She needed to speak to her father about this. As she was about to take off, she heard a snarl. One that she was familiar with.

Growling, she turned to see Super Giant coming over, a scowl on her face.

"What do you want?" Demanded Proxima as she glared at her sister in title only. Super Giant just growled before speaking.

"Father wishes to speak to you." Said Super Giant. "He says its about Gamora." Raising an eyebrow, Proxima left, purposely bumping into Super Giant and leaving quickly before she could yell at Proxima.

Snarling, she looked over to Gamora's room and smirked.

* * *

 **A minute later**

 **Proxima**

* * *

"What does father want with me?" Asked Proxima as she pondered on what her father wanted to discuss with her about Gamora. Perhaps it was further combat training? Or rather it was about her other studies. Thinking on it, she decided to bring up the discrepancy between the version of her species in Gamora's books and the ones that were given to her as a child.

Deciding to bring the book with her, Proxima turned around and went to Gamora's room, thinking of ways to convince her that she needed it. As she was making her way back, she heard a scream coming from Gamora's room.

Blood going cold, Proxima rushed to Gamora's quarters and opened the door. Widening her eyes in shock, Proxima found Super Giant using her powers on Gamora, if the little girl's tightly closed eyes were any indication. The sadistic smile just reinforced that thought.

Rage filling her, Proxima tackled Super Giant and slammed her to the ground. Getting up, Proxima brought out the hidden sword in her left gauntlet and pointed it at Super Giant's throat.

Taking a second to look at Gamora, Proxima felt a tug on her heart as she saw tears coming down from her eyes as the little girl opened them, looking around in fright.

Hearing a snarl, Proxima looked back at Super Giant, glaring at her in rage.

Glaring back with similar anger, Proxima was about to kick Super Giant when the blue-skinned alien invaded her mind, flooding it with painful memories.

Yelling out in pain, Proxima clutched her head with her hands, leaving her open for Super Giant to push her back with her telekinetic powers. Super Giant then pushed her to a wall, sending books and writing utensils to the floor.

"You and this little girl." Said Super Giant, glaring at Proxima as she further slammed Proxima to the wall, keeping her pinned. "So, kind to each other. It's sickening." She then clenched Proxima's face, turning side to side. "You think that you can just have a normal life after what you've done. What we've done? I always pegged you as stupid, Proxima, but not this much." Proxima growled at that, trying to stab her sword at Super Giant's side when Super Giant stopped it with her free hand.

"Don't try to fight it Proxima." Said Super Giant. "You know I'm right. I knew long ago what we're doing isn't saving the universe. Our father may think so, along with our brothers', but I know better. I know that all he's doing is just slaughter. If my words won't convince you, then perhaps this will." Super Giant then began to flood Proxima's mind with painful thoughts. It showed the memories of all those that Super Giant killed. Their final moments before she ended their lives.

Despite her attempts to fight it, the memories continued to persist. They showed people begging Super Giant to spare their children and loved ones. There were memories of people being selfish, yes, but the majority of them showed people ready to sacrifice themselves if their loved one's lived. Often they failed.

All these memories caused Proxima to yell out in pain, trying to hold her head, but Super Giant stopped her, wanting her to feel all the pain of those she killed.

"You feel it!?" Demanded Super Giant, relishing in the pain that she was causing Proxima Midnight. "All those that have been slain by my hands. That is a mere fraction of the people we've killed. The families we've slain. The lives we've ruined. And now you go and try to have a good relationship with your little sister. I don't mind your decision, Proxima, in fact I approve. The sheer insult you do by being friendly with your little sister is more than enough to spit on the face of those that we've killed. If you were anyone else, I would congratulate you and move on." She then grabbed Proxima's throat and squeezed. "But you and that little bitch irritate me to no end. Thanos give both of you more recognition when I should be receiving it. I should be his favorite daughter. Not either of you." She then glared at Proxima, who simply stayed strong, not willing to give Super Giant the satisfaction of seeing her grovel.

"Since I can't harm Gamora, I'm going to just have to hurt you all the more." Said Super Giant. "When I'm done, you'll be begging me to kill you."

"I'd like to see you try." Spat out Proxima, causing Super Giant to smirk.

"Very well." Said Super Giant before her eyes started glowing white. She then began to psionically assault Proxima's mind with her powers, trying to destroy her will to fight. At first, Proxima tried to fight it, but eventually, she began to scream out in pain. Super Giant powers were slowly and painfully probing her mind, taking apart anything and everything that made Proxima herself. It was like having thousands upon thousands of cold knives being jabbed into her brain. It was unbearable. Proxima tried to fight it, but Super Giant swatted aside any attempts from Proxima to resist.

Laughing out loud, Super Giant was about to commence the 2nd phase of her torture when she felt a stab on her thigh.

Screaming in pain, Super Giant stopped her torture to see Gamora stabbing her thigh with a writing utensil.

Snarling in rage, Super Giant slapped the girl, grabbing her by the throat and slamming her into another wall, causing her to drop the utensil.

"You little brat!" Snarled Super Giant, glaring at Gamora with hate. "I don't care if I get punished for this, but you need to be disciplined." Super Giant then prepared to flood Gamora's mind, ready to do what she did to Proxima to Gamora. Before she could, however, she gasped out in pain.

Looking down, she saw a sword sticking out of her throat. Before she could do anything, a hand was on her right shoulder and pulled her deeper into the sword.

"I think Thanos is better off without you." Said Proxima, weary and tired from the torture she just endured. With a weak grunt, she pulled her sword out of Super Giant's throat. Not one to take chances, Proxima stabbed Super Giant in the forehead, killing her. Pulling it out again, Proxima slumped to the ground, exhausted like never before.

Panting like a tired animal, Proxima felt tiny arms wrapping around her and a small head embedding itself on her chest.

"Is the bad woman gone?" Mumbled Gamora as tears stained Proxima's combat suit. Weakly wrapping her arms around her sister, Proxima shuffled toward a wall to lean on.

"Yes, little one." Said Proxima, looking over at Super Giant's corpse. "She's gone. Forever."

* * *

 **Present**

* * *

"And was Thanos angry with you for killing his other daughter?" Asked Steve, a bit quiet once Proxima was finished. Proxima just shook his head.

"No." Said Proxima. "When I told him everything, he just went up to me and congratulated me, saying I only did what I needed to do to protect myself and my sister." She scoffed. "He didn't care about Super Giant's death, saying it was time for her death. And the others didn't care. We all hated Super Giant. They could care less if she died by our hands." Steve frowned at that, unbelieving just how cold Thanos really was and detached the Black Order was from each other. From what he could tell, Thanos only adopted his children so they could be warriors and soldiers for him. Nothing else. Just thinking of a man taking children so he could have more soldiers made Steve clench his fists in anger.

"What happened after that? What happened to Gamora?" Asked Steve, once he calmed down.

"Once I taught her everything I could, she began to be trained by Thanos himself." Said Proxima. "It was a shock to the rest of us. He never personally trained anyone, only letting his instructors and tutors to do it. But for Gamora, he went all out. Teaching her everything he knew. Secrets that even I didn't know. Eventually, she became known as the most dangerous woman in the galaxy." Steve could hear a sense of pride from Proxima upon hearing her declare Gamora as the most dangerous woman in the galaxy. He wasn't sure how he felt about that. Deciding to ignore it, Steve asked another question.

"You still kept in contact?" Asked Steve.

"Yes." Said Proxima. "Though she was trained as an assassin and primarily went on solo missions, she still visited me from time to time. The few times that we fought together…they were some of the best moments of my life. Seeing just how far my little sister has grown up." Steve could see a small smile form on Proxima as she remembered happier times. But then he saw her frown. "But as the years went by, I began to feel…I don't know…empty. Previously I did my duty without question, but as time went on, I began have 2nd thoughts on my duty for Thanos."

"Was it because of what Super Giant did?" Asked Steve.

"I believe so. A few years after I killed Super Giant, I began to suffer nightmares. People begging to spare their families, to not kill them. I suspect that Super Giant planted them as a back up in case she died. Must have been done so that, when the times comes, Gamora was old enough to be able to kill me. She must have wanted Gamora to kill me. Either that or make me want to commit suicide." Explained Proxima, enraged a bit at Super Giant. Steve stayed quiet, feeling that Proxima was correct in both of her assumption.

"Anyway, at first, I ignored them, but as time went on, I began to question the validation of Thanos's plan. I didn't bring it up to anyone because I felt that it would have made me weak or losing faith in my father's plan. And those that do lose faith tend to end up dead or become zealots." Said Proxima, an itch of fear in her voice. Steve nodded as he suspected how Thanos made people think twice of challenging his ideals.

"Whenever I killed, I felt regret." Said Proxima. "Whenever I saw Thanos do his purges, I felt sadness. And when I…sleep, I see the faces of those I killed, accusing me of killing them." That caused Steve to blink in surprise. He then lowered his head in sympathy, having heard these symptoms from Bucky back during their fight with HYDRA. Soldiers suffering from PTSD. Except for Proxima, it was probably much worse.

"Do you still have them?" Asked Steve. Proxima hesitated for a few seconds before nodding, causing Steve to stare at the ground.

"I don't need help, Steve." Said Proxima, looking at him. "I don't deserve it. Not after what I've done. I can only minimize what I've done my ending the monster that sentenced so many to die." Despite the conviction in her voice, Steve could hear the tiny trace of self-hate in her voice. The misery. It reminded him of his own self-hate for choosing Bucky over Tony. How much he hated himself for making such a choice and hurting one of his best friends. Deciding to finish this later, he spoke to Proxima.

"Anyone else have these thoughts as you? In the Black Order." Said Steve.

"No. The others didn't care as much as I did." Said Proxima. "Ebony may have suspected for a time, but after seeing my continued fight for Thanos, he ignored me, satisfied that I can still fight for my…"father". But then, Gamora happened. She did the one thing that I never had the courage to do until a few days ago. She broke off from Thanos." Steve widened his eyes in surprise, a bit stunned to hear that.

"She did?" Asked Steve, concern for this Gamora growing. It didn't seem Thanos was the type of person that took too kindly to betrayal.

"It was a shock to us all when we all heard it. Ebony wanted to bring her in. Torture her. Break her until she learned the error of her ways. Then kill her. Corvus, I suspected, respected her gull. And Obsidian…well he just shrugged, he didn't care at all about Gamora. Me, while I was thinking of the validity of Thanos's ideals, I still was loyal to him. I felt betrayed. Hurt that the one sibling that I grew close had betrayed both me, the woman that helped her grow up, and her father, the one that adopted her. I wanted not only to kill her for her betrayal, but at the same time, wanted to ask her why she betrayed us. I was so depressed and angry with her that I turned to Corvus, the only person I could rely on at the time, for comfort. And that comfort turned to something else. Something intimate." Steve raised an eyebrow at that, both in surprise and shock.

"You and your own brother?" Asked Steve, a bit weirded out at that declaration. To her credit, Proxima turned her head. Though she did her hardest, Steve could see the faintest of blushes on her gray cheeks, if the blue on her cheeks was an indication of a blush.

"I was hurt deeply by my sister's betrayal." Said Proxima after a minute. "Corvus simply helped in providing comfort. I must admit, despite his penchant for destruction, he does have a knack for providing advice to his allies. He also has a knack for fighting in a bed." Proxima said the last sentence in a whisper.

"Are you two still…." Started Steve, but Proxima shook her head.

"No, we parted on good terms. A little awkward, but we were still effective on the battlefield." Said Proxima, eager to move on. "Moving on, I eventually tracked Gamora and her motley crew. They were called the Guardians of the Galaxy, if you believe it. They were celebrating their victory over some god on some world on the fringes of the Nova Empire. When I heard, I took a stealth ship and plotted a course to that planet. I was going to confront my sister for her betrayal once and for all." Steve could see Proxima tightened her hands on her spear and worried that she did something that she regretted.

"I don't know what I was planning to do. Kill her. Beat her to submission and take her to Thanos. Or to ask for an explanation for her actions. I was just so full of rage and disappointment that when I finally confronted her, with her crew of idiots, I was just so exhausted. While they wanted to take me in to the Nova Empire, Gamora stopped them. She talked and I listened. She told me why she betrayed Thanos and that I should do the same. Before I could act in fury for her suggestion, she begged me to at least see the worlds that Thanos had saved. She claimed that, by seeing those worlds, I could see the truth of Thanos's plan. And if that didn't convince me, then nothing she said would have changed my mind. ***Sighs*** My mind was so overloaded in emotions that when I looked at Gamora's face, those tears on her eyes while she begged me to not fight, I couldn't help myself. I just ran, took my ship and ran." Proxima then placed a hand on her forehead, the memories taking a toll of her. Steve got up and reached out for her, but Proxima placed her other hand up, stopping Steve. After a few minutes, she looked at him and motioned for him to sit next to her on her right side. Once he did, she continued.

"I stayed on my ship for a week, ignoring calls from Thanos and Ebony, ordering my return. I needed to be by myself for a while, along with my thoughts. Eventually, I decided to do what Gamora said and went to her home world. Thanos claimed it was paradise, but it wasn't it truly wasn't."

* * *

 **A few months ago**

 **Zen-Whoberi**

* * *

When they had cleansed this world under two decades ago, Thanos claimed it would be a paradise. That no one would have to be oppressed by cruelty and hunger. That the remaining people would be in harmony with each other. That wasn't what Proxima Midnight saw while she walked the streets of a city in Zen-Whoberi, the same one that she found Gamora if she recalled correctly.

Even in the developed centers of the city, Proxima found beggars and thieves around her. Several tried to steal from her, but met their end either from her spear or her hidden blades.

Hiding with a cloak that covered her body, Proxima saw thieves setting fire to houses or killing others for coin or food. Looking at her left, she saw a young boy running from several city guards. In his hands was some kind of native fruit.

Once the guards caught him, they began to beat on him. Feeling fury, Proxima stepped in and killed the guards with ease, using her spear.

"Get out of here, child." Said Proxima as she quickly left, leaving the boy alone, stunned by what she did. Once she was out of sight, Proxima slumped on a wall, thinking of what she witnessed. She had been to several other cities. And most were like this. The weak being bullied by the strong. People starving on the streets. It was nothing like what Thanos claimed it would be.

Looking at her hands, Proxima felt indignation that slowly turned to rage at what she did. What she thought she did right. With growing fury, Proxima let out a yell that quickly caught the attention of several thugs. Even as they came over to her, thinking she was just another beggar, she thought of Thanos and how he lied to her.

* * *

 **Present**

* * *

"And that's when you choose to betray Thanos." Said Steve, looking at Proxima as she looked at her spear.

"Yes." Said Proxima. "After Zen-Whoberi, I traveled to other planets that Thanos went to. They were all the same. We changed nothing. If anything, we made things worse. I suspect that, among those we slain in our crusades, we killed some of the species' greatest warriors, scholars, inventors, and just plan decent people. We set the species' back so much that some species have even driven themselves to the stone age, fighting over who gets what resources." Proxima then looked threw her spear away in rage. "All I fought for. All I've killed… it was all for naught. All I did was help a madman commit genocide to countless people, all for the sake of saving." She then clenched her hands into fists so hard that she was drawing blood. "Do you know what its like, Steve? To know that everything you fought for, everything you were taught to believe was right and wrong, was all based on lies. That, instead of being a hero, you've been nothing more than a murderer that only killed innocent people. And that the only thing that you have left is murdering the one that strung you up and used you all your life since you met him."

Steve just stayed silent was Proxima rage, knowing that she needed it. After a few minutes of watching her draw her own blood, creating stains on her suit from her spilled blood, Steve carefully unfolded her hands. Proxima didn't stop him as he forced her hands to open, allowing them both to see the damage.

"You're right, I don't know what its like." Said Steve as he ripped a portion of his shirt to bandage both of her hands, tightening the makeshift bandages so they won't spill more blood. "I've been used, yes, but never to the extent as you. I don't what's in your future Proxima. Or if you'll ever be forgiven for your crimes, but I do know that…you're willing to try and correct your mistakes. And that's enough for me. Even if I'm the only one that sees that, I assure you I'll try my best to help you bring Thanos to justice. I promise." Proxima looked at Steve, an unreadable expression on her face.

"Don't ruin yourself for me, Steve." Said Proxima after a minute of looking at him. "I don't want you sacrifice anything for me, including your life."

"I can't make that promise." Said Steve, looking her in the eyes. "Can you if you were in my position?" Proxima just stayed silent, looking Steve's blue eyes, before nodding. Steve sighed at that before helping Proxima up.

"I'll still help you, Proxima." Said Steve as he looked at Proxima in the eyes. "Thanos is someone that needs to be taken down. If he collects the infinity stones, countless people will die. But, from now on, you'll be straight and honest with me. No more secrets. Please." Proxima nodded at that.

"Very well." Said Proxima as she went over to grab her spear. "I think we both need a shower and rest after this. I'll lead you to the showers and your room. Follow me." With that, Proxima led Steve to where they needed to go.

* * *

 **Later**

 **Proxima Midnight's room**

* * *

" **Idiot human."** Thought Proxima as she sat on her bed, looking at her bandaged hands, still covered by bits of Steve's shirt. She would have replaced them, but a part of her was compelled to let them remain, at least until tomorrow. **"Why would be risk his own life for me? Someone who killed countless people."** To Proxima it was outlandish for Steve to sacrifice himself for her. The amount of blood on her hands was staggering enough that Proxima was sure that no amount of atonement would make up for what she did while she served Thanos. If he sacrificed himself for her, she would curse and scream at him for doing so, calling him a fool and idiot. And yet, a part of her respected and admired his selfness.

Sighing, she went over to a dresser to remove her combat suit, replacing it with a simple nightshirt and shorts. Laying on her bed, she thought of Steve and what they'll be doing next, now that HYDRA is essentially doomed to die, before succumbing to the need to sleep.


End file.
